Univ.of  ill.  Library 
'  51 
3l+f 


BETHLEHEM  STEEL  CORPORATION 

AND 

BETHLEHEM  STEEL  COMPANY 

TO 

BANKERS  TRUST  COMPANY 

Trustee. 


ftrust  Unbentuve, 

Dated  July  15,  1918. 


#50,000,000  SECURED  SERIAL  SEVEN  PER  CENT. 
GOLD  NOTES. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/bethlehemsteelcoOObeth 


This  Indenture,  dated  the  fifteenth  day  of  July, 
in  the  year  nineteen  hundred  and  eighteen,  between 
Bethlehem  Steel  Corporation,  a  corporation  created 
and  existing  under  the  laws  of  the  State  of  New  Jersey 
(hereinafter  called  the  Corporation),  party  of  the  first 
part,  Bethlehem  Steel  Company,  a  corporation  created 
and  existing  under  the  laws  of  the  Commonwealth  of 
Pennsylvania  (hereinafter  called  the  Company),  party  of 
'  the  second  part,  and  Bankers  Trust  Company,  a  corpora¬ 
tion  created  and  existing  under  the  laws  of  the  State  of 
New  York  (hereinafter  called  the  Trustee),  party  of  the 
third  part  : 

Whereas,  the  Corporation,  being  thereunto  duly  au¬ 
thorized,  has,  for  its  corporate  purposes  and  in  aid  of  the 
Company,  all  of  the  capital  stock  of  which  (except  directors’ 
shares)  the  Corporation  owns,  duly  determined  to  execute 
and  issue  its  Notes  in  the  aggregate  principal  amount 
of  $50,000,000,  to  be  known  as  its  “  Secured  Serial  Seven 
Per  Cent.  Gold  Notes,”  to  be  in  coupon  form,  registerable 
as  to  principal,  to  be  in  the  denomination  of  $1,000  each, 
to  bear  interest  from  the  15th  day  of  July,  1918,  at  the  rate 
of  seven  per  centum  per  annum,  payable  semi-annually  on 
each  15th  day  of  January  and  July  until  maturity,  to  be  pay¬ 
able  both  as  to  principal  and  interest  at  the  office  of  Bankers 
Trust  Company,  a  New  York  corporation,  in  the  Borough  of 
Manhattan,  in  the  City  of  New  York,  in  the  State  of  New 
York,  in  gold  coin  of  the  United  States  of  America,  of  or 
equal  to  the  standard  of  weight  and  fineness  as  it  existed  July 
15th,  1918,  and  both  as  to  principal  and  interest  without  de¬ 
duction  for  any  tax  or  other  governmental  charge  (except 
for  Federal  income  taxes  in  excess  of  two  per  centum),  which 
the  Corporation  or  the  Trustee  may  be  required  to  pay  thereon 


2 


or  to  retain  therefrom,  under  any  present  or  future  law  of  the 
United  States  of  America,  or  of  any  state,  county,  municipality 
or  other  taxing  authority  therein  ;  and 

Whereas,  said  Notes  are  to  be  issued  in  five  series,  des¬ 
ignated  Series  A  to  E,  inclusive,  Series  A  to  D,  inclusive, 
being  each  for  the  aggregate  principal  amount  of  $7,500,000 
and  maturing  respectively  on  the  15th  day  of  July  in  each 
of  the  years  1919  to  1922,  inclusive,  and  Series  E  being  for  the 
aggregate  principal  amount  of  $20,000,000  and  maturing  on 
July  15th,  1923  ;  and 

Whereas,  all  of  said  Notes,  or  all  of  any  one  or  more 
series  thereof  (but  not  less  than  all  outstanding  Notes  of  any 
series),  are  to  be  redeemable  at  the  option  of  the  Corpora¬ 
tion  in  the  manner  and  at  the  prices  hereinafter  provided,  and 
said  Notes  are  to  be  exchangeable  at  the  option  of  the 
holder  for  Consolidated  Mortgage  Thirty-Year  Sinking  Fund 
Six  Per  Cent.  Gold  Bonds,  Series  A,  hereinafter  more  particu¬ 
larly  described,  upon  the  terms  hereinafter  set  forth  ;  and 

Whereas,  said  Notes  so  to  be  issued  (which  are  hereinafter 
termed  the  Notes),  and  the  coupons  for  interest  to  be  thereto 
attached,  and  the  certificate  of  .authentication  by  the  Trustee 
to  be  endorsed  on  the  Notes  are  to  be  respectively  in  sub¬ 
stantially  the  following  forms,  with  proper  insertions  in  the 
Notes  providing  for  the  dates  of  maturity  of  the  several  series 
thereof  according  to  the  terms  of  this  indenture  : 


3 


[form  of  note.] 

No.  $1,000. 

UNITED  STATES  OF  AMERICA. 

State  of  New  Jersey. 

BETHLEHEM  STEEL  CORPORATION. 

Secured  Serial  Seven  Per  Cent.  Gold  Note. 

Series 

Bethlehem  Steel  Corporation,  a  New  Jersey  corpora¬ 
tion  (hereinafter  called  the  Corporation),  for  value  received, 
hereby  promises  to  pay  to  the  bearer,  or,  if  registered,  to 
the  registered  holder,  of  this  Note,  on  the  15th  day  of  July, 
19  ,  at  the  office  of  Bankers  Trust  Company,  a  New  York 

corporation,  in  the  Borough  of  Manhattan  in  the  City  of 
New  York,  N.  Y.,  one  thousand  dollars  in  gold  coin  of  the 
United  States  of  America,  of  or  equal  to  the  standard  of 
weight  and  fineness  as  it  existed  on  July  15,  1918,  and  to  pay  in¬ 
terest  thereon  from  July  15,  1918,  in  like  gold  coin,  at  the 
rate  of  seven  per  cent,  per  annum,  at  said  office  semi¬ 
annually  on  each  15th  day  of  January  and  15th  day  of  July, 
until  maturity,  but  only  upon  presentation  and  surrender  of  the 
coupons  hereto  annexed  as  they  severally  mature.  Both  the 
principal  and  interest  of  this  Note  are  payable  without  de¬ 
duction  for  any  tax  or  other  governmental  charge  (except 
for  Federal  income  taxes  in  excess  of  two  per  centum) 
which  the  Corporation  or  the  Trustee  under  the  Indenture 
hereinafter  mentioned  may  be  required  to  pay  thereon  or  to 
retain  therefrom  under  any  present  or  future  law  of  the 
United  States  of  America,  or  of  any  state,  county,  municipality 
or  other  taxing  authority  therein. 

This  note  is  one  of  an  authorized  issue  of  Notes  of  the 
aggregate  principal  amount  of  $50,000,000,  known  as  the 
Secured  Serial  Seven  Per  Cent.  Gold  Notes  of  the  Corporation, 
to  consist  of  five  series  designated  A  to  E,  inclusive,  Series  A 


4 


to  D,  inclusive,  being  each  for  the  aggregate  principal 
amount  of  $7,500,000,  and  maturing  respectively  on  each 
15th  day  of  July  in  the  years  1019  to  1922,  inclusive, 
and  Series  E  being  for  the  aggregate  principal  amount 
of  $20,000,000,  and  maturing  on  July  15,  1923,  and  all  of 
like  date  and  (except  as  to  date  of  maturity)  of  like  tenor, 
and  all  issued  and  to  be  issued  under,  and  equally  secured 
by,  an  Indenture  dated  July  1 5,  1918,  executed  by  the  Cor¬ 
poration  and  Bethlehem  Steel  Company,  a  Pennsylvania  cor¬ 
poration,  to  said  Bankers  Trust  Company,  as  Trustee,  herein 
termed  the  Indenture.  For  a  description  of  the  nature  and 
extent  of  the  security  and  the  terms  and  conditions  upon 
which  the  Notes  are  secured,  reference  is  made  to  the 
Indenture. 

The  Notes  are  subject  to  redemption  at  the  option  of  the 
Corporation,  on  thirty  days  prior  notice  by  publication,  as  pro¬ 
vided  in  the  Indenture,  at  the  following  percentages  of 
the  principal  amount  of  the  Notes,  and  with  accrued  interest  in 
each  case,  viz.  :  102%  for  Notes  having  four  or  more  years  to 
run  from  the  date  fixed  for  redemption ;  101^%  for  Notes 
having  three  or  more  (but  less  than  four)  years  to  run  from 
the  date  fixed  for  redemption  ;  101%  for  Notes  having  two 
or  more  (but  less  than  three)  years  to  run  from  the  date  fixed 
for  redemption  ;  100^%  for  Notes  having  one  or  more  (but 
less  than  two)  years  to  run  from  the  date  fixed  for  redemp¬ 
tion  ;  and  100%  for  Notes  having  less  than  one  year 
to  run  from  the  date  fixed  for  redemption.  Not  less 
than  all  of  the  Notes  of  any  one  series  at  the  time 
outstanding  shall  be  redeemed  at  any  one  time,  and  if  less 
than  all  of  the  Notes  at  the  time  outstanding  are  called  for 
redemption,  those  of  the  series  first  maturing  shall  first  be 
called. 

Upon  the  terms  provided  iu  the  Indenture,  the  holder  of 
any  one  or  more  of  the  Notes,  upon  the  surrender  thereof  to  the 
Corporation,  shall  be  entitled  to  receive,  and  the  Corporation 
will  deliver,  iu  exchange  therefor  Consolidated  Mortgage 


5 


Thirty-Year  Sinking  Fund  Six  PerCent.  Gold  Bonds,  Series  A, 
of  the  Corporation,  described  in  the  Indenture,  when  pledged 
thereunder,  of  such  aggregate  principal  amount  that  such 
bonds,  taken  at  a  price  to  yield  six  and  one-half  per  cent,  per 
annum  (according  to  the  tables  of  bond  values  specified  in  the 
Indenture),  will  equal  the  principal  amount  of  the  Notes  so  sur¬ 
rendered  for  exchange  with  a  cash  adjustment  of  accrued  in¬ 
terest,  and  with  a  payment  in  cash  by  the  Corporation  of  any  frac¬ 
tional  principal  amount  of  bonds  of  less  than  $1,000  deliverable 
upon  any  such  excliauge.  Such  right  of  exchange  shall  expire 
in  the  case  of  Notes  of  Series  A  to  D,  inclusive,  on  the  15th  day 
of  June  immediately  prior  to  the  respective  maturities  thereof, 
and  in  the  case  of  Notes  of  Series  E,  on  March  15,  1923. 

No  recourse  shall  be  had  for  the  payment  of  the  principal 
or  interest  of  this  Note  or  any  part  hereof  or  for  any  claim 
based  hereon  or  otherwise  in  respect  hereof  or  of  the  indebt¬ 
edness  represented  hereby  or  by  the  coupons  appertaining 
hereto  or  of  the  Indenture,  against  any  incorporator,  stock¬ 
holder,  officer  or  director,  as  such,  past,  present  or  future, 
of  the  Corporation  or  of  any  successor  corporation  either 
directly  or  through  the  Corporation  or  any  such  successor 
corporation,  whether  by  virtue  of  any  statute  or  constitu¬ 
tional  provision  or  by  the  enforcement  of  any  assessment  or 
otherwise,  all  such  liability  being  by  the  acceptance  hereof 
and  as  part  of  the  consideration  hereof  expressly  released. 

This  Note  shall  pass  by  delivery  unless  registered  in  the 
name  of  the  owner  at  the  office  or  agency  of  the  Corpora¬ 
tion  in  the  Borough  of  Manhattan  in  the  City  of  New  York, 
such  registration  being  noted  hereon  by  the  Corporation 
After  such  registration  of  ownership,  duly  noted  hereon,  no 
transfer  shall  be  valid  unless  made  at  said  office  or  agency  by 
the  registered  owner  in  person  or  by  attorney  duly  authorized 
and  similarly  noted  hereon,  but  this  Note  may  be  discharged 
from  registration  by  a  transfer  to  bearer,  duly  noted  hereon, 
and  thereupon  transferability  by  delivery  shall  be  restored  ; 


6 


but  this  Note  may  again  from  time  to  time  be  registered  or 
transferred  to  bearer  as  before.  The  registration  of  this  Note 
shall  not  affect  the  negotiability  of  the  coupons  which  shall 
continue  to  be  transferable  by  delivery. 

In  case  an  event  of  default  as  defined  in  the  Indenture 
shall  happen,  the  principal  of  the  Notes  may  become  or 
be  declared  due  and  payable  in  the  manner  and  with  the  effect 
provided  in  the  Indenture. 

This  Note  shall  not  be  valid  or  become  obligatory  for  any 
purpose  until  it  shall  have  been  authenticated  by  the  cer¬ 
tificate  of  the  Trustee  under  the  Indenture,  hereon  endorsed. 

In  Witness  Whereof,  said  Bethlehem  Steel  Corporation 
has  caused  this  Note  to  be  signed  in  its  name  by  its  President 
or  one  of  its  Vice-Presidents  and  its  corporate  seal  to  be  hereto 
affixed  and  attested  by  its  Secretary  or  one  of  its  Assistant 
Secretaries,  and  coupons  for  said  interest  to  be  attached  hereto, 
bearing  the  facsimile  signature  of  its  Treasurer,  as  of  the 
15tli  day  of  July,  1918. 

Bethlehem  Steel  Corporation, 

by 

Vice-President. 

Attest  : 


Assistant  Secretary. 


[form  of  interest  coupon.] 

No.  $35. 

On  the  15th  day  of  ,  19  ,  unless  such 

Note  shall  have  been  called  for  previous  redemption,  Bethle¬ 
hem  Steel  Corporation,  at  the  office  of  Bankers  Trust  Company 
in  the  Borough  of  Manhattan  in  the  City  of  New  York,  will  pay 
to  bearer  thirty-five  dollars,  United  States  gold  coin,  with¬ 
out  deduction  for  any  tax  or  other  governmental  charge 
(except  for  Federal  income  taxes  in  excess  of  two  per  centum), 
being  six  months’  intei^st  then  due  on  its  Secured  Serial  Seven 
Per  Cent.  Gold  Note,  Series  No. 


Treasurer. 


7 


[form  of  trustee’s  certificate.] 


This  is  oue  of  the  Notes  described  in  tbe  within-mentioned 
Indenture. 


Bankers  Trust  Company,  Trustee, 

by 


Assistant  Secretary. 


And  Whereas,  the  Corporation,  being  thereunto  duly 
authorized,  has  determined  to  secure  the  Notes  by  the 
deposit  and  pledge  with  the  Trustee  under  this  Indenture, 
of  securities  as  hereinafter  specified,  and  has  authorized  the 
execution  and  delivery  of  this  Indenture  ;  and 


Whereas,  the  Company  has  outstanding  an  issue  of 
$50,000,000,  principal  amount,  of  Two  Year  Five  Per  Cent. 
Secured  Gold  Notes  issued  under  and  secured  by  its  Trust 
Agreement  to  Guaranty  Trust  Company  of  New  York, 
as  Trustee,  dated  February  15,  1917,  which  mature 

February  15,  1919,  and  the  entire  net  proceeds  of 
the  sale  of  the  Notes  of  the  Corporation  issued 
under  this  Indenture  are  to  be  paid  by  the  Corporation  to  the 
Company  to  provide  in  part  for  the  payment  of  its  said  Two 
Year  Five  Per  Cent.  Secured  Gold  Notes,  aud  in  consideration 
thereof  the  Company,  by  authority  of  its  Board  of  Directors 
aud  stockholders,  at  meetings  duly  called  and  held,  has  deter¬ 
mined  to  make  the  temporary  deposit  and  pledge  hereinafter 
specified  and  to  enter  into  the  covenants  and  agreements  as 
hereinafter  expressed  by  it  to  be  kept  and  performed  ;  aud 


Whereas,  all  things  necessary  to  make  the  Notes,  when  au¬ 
thenticated  by  the  Trustee  and  issued  under  this  Inden¬ 
ture,  the  valid,  binding  aud  legal  obligation  of  the  Corpora¬ 
tion,  and  to  make  this  Indenture  a  valid,  binding  and  legal 
agreement  for  the  security  thereof,  have  been  done  and  per- 
fortrled  : 


Now,  Therefore,  this  Indenture  Witnesseth,  that  in 
order  to  secure  the  paymeut  of  the  Notes,  at  any  time  issued 


8 


and  outstanding  under  this  Indenture,  according  to  their 
tenor,  purport  and  effect,  as  well  the  interest  thereon  as 
the  principal  thereof,  and  to  secure  the  performance  and 
observance  of  all  the  covenants  and  conditions  therein  and 
herein  contained,  and  for  and  in  consideration  of  the  prem¬ 
ises,  and  of  the  acceptance  or  purchase  of  the  Notes  by 
the  holders  thereof,  and  of  the  sum  of  one  hundred  dol¬ 
lars,  lawful  money  of  the  United  States  of  America,  to 
it  duly  paid  by  the  Trustee  at  or  before  the  ensealing 
and  delivery  of  these  presents,  the  receipt  whereof  is  hereby 
acknowledged, 

(1)  the  Corporation  has  sold,  assigned,  transferred,  pledged 
and  set  over,  and  by  these  presents  doth  sell,  assign,  transfer, 
pledge  and  set  over,  uuto  the  Trustee  its  successors  in  the 
trust,  and  its  and  their  assigns,  when  issued  by  the  Corpora¬ 
tion  and  delivered  to  the  Trustee  : 

$70,000,000,  principal  amount,  in  Consolidated  Mort¬ 
gage  Thirty-Year  Sinking  Fund  Six  Per  Cent.  Gold 
Bonds,  Series  A,  of  the  Corporation  (hereinafter  called 
the  Consolidated  Mortgage  Bonds,  Series  A),  to  be 
dated  August  1,  1918,  and  to  be  issued  under  and 
secured  by  its  mortgage  and  deed  of  trust,  dated 
August  1,  1918,  to  Guaranty  Trust  Company  of  New 
York,  as  Trustee,  said  Bonds  to  be  of  the  character 
and  entitled  to  the  security  in  subdivision  ( a )  of  Section  2 
of  Article  Three  hereof  more  particularly  described  ;  and 

(2)  the  Compauy,  pending  the  issue  and  delivery  to  the 
Trustee  of  said  Consolidated  Mortgage  Bonds,  Series  A,  has 
sold,  assigned,  transferred,  pledged  and  set  over,  and  by  these 
presents  doth  sell,  assign,  transfer,  pledge  and  set  over,  uuto 
the  Trustee,  its  successors  in  the  trust,  and  its  and  their 
assigns,  the  following  securities  : 

$37,600,000,  principal  amount,  of  Five  Per  Cent. 
British  Treasury  Notes,  dated  February  1,  1917,  and 


9 


maturing  February  1,  1919,  or  cash  to  the  extent  of 
$300,000  in  lieu  of  a  like  principal  amount  of  such  Notes  ; 

$24,000,000,  principal  amount,  of  First  Lien  and 
Refunding  Mortgage  Five  Per  Cent.  Thirty- Year  Gold 
Bonds,  Series  A,  of  said  Bethlehem  Steel  Company, 
maturing  May  1,  1942  ; 

$8,000,000,  principal  amount,  of  Purchase  Money 
and  Improvement  Mortgage  Five  Per  Cent.  Twenty- 
Year  Sinking  Fund  Gold  Bonds  of  said  Bethlehem 
Steel  Company,  maturing  July  1,  1930  ;  and 

$1,000,000,  principal  amount,  of  First  Extension 
Mortgage  Five  Per  Cent.  Gold  Bonds  of  said  Bethle¬ 
hem  Steel  Company,  maturing  January  1,  1926. 

To  Have  and  to  Hold  unto  the  Trustee  and  its  suc¬ 
cessors  in  the  trust  and  its  and  their  assigns  forever  ; 

In  trust,  nevertheless,  for  the  commou  and  equal  use, 
benefit  and  security  of  all  aud  singular  the  person  or  persons, 
firm  or  firms,  body  or  bodies  politic  or  corporate,  who  shall 
from  time  to  time  be  holders  of  any  of  the  Notes  or  coupons 
thereto  appertaining,  and  without  preference  of  any  of  the 
Notes  over  any  of  the  others  bv  reason  of  priority  in  the  time 
of  issue  or  negotiation  thereof,  or  otherwise  howsoever  ;  sub¬ 
ject  to  the  terms,  provisions  and  stipulations  in  the  Notes 
contained,  and  for  the  uses  and  purposes  aud  upon  and  subject 
to  the  terms,  conditions,  provisions  and  agreements  herein¬ 
after  expressed  and  declared. 

ARTICLE  ONE. 

FOUM,  EXECUTION,  DELIVERY  AND  REGISTRATION  OF  NOTES. 

Section  1.  The  Notes,  together  with  the  interest  coupons 
appertaining  thereto,  shall  be  substantially  of  the  tenor  and 
purport  above  recited.  They  shall  be  issued  in  five  series, 
designated  Series  A  to  E,  inclusive,  the  principal  amounts 


10 


and  dates  of  maturity  of  said  several  series  being  as  follows, 
to  wit : 

Series  A,  $7,500,000,  payable  July  15,  1919  ; 

Series  B,  $7,500,000,  payable  July  15,  1920  ; 

Series  C,  $7,500,000,  payable  July  15,  1921  ; 

Series  D,  $7,500,000,  payable  July  15,  1922  ;  and 

Series  E,  $20,000,000,  payable  July  15,  1923. 

The  definitive  Notes  shall  be  in  the  denomination  of 
one  thousand  dollars  each,  and  the  Notes  of  each  series 
shall  be  numbered  consecutively,  and  shall  bear  the  dis¬ 
tinguishing  serial  letter  of  such  series.  The  aggregate 
principal  amount  of  all  the  Notes  which  may  be  issued 
and  outstanding  under  this  Trust  Agreement  at  any  one 
time  shall  not  exceed  $50,000,000.  The  Notes  shall  be  exe¬ 
cuted  on  behalf  of  the  Corporation  and  delivered  to  the 
Trustee  for  authentication  by  it,  and  thereupon,  as  pro¬ 
vided  iu  Article  Two  hereof  and  not  otherwise,  the  Trustee 
shall  authenticate  and  deliver  the  same  to  or  upon  the  order 
of  the  Corporation.  In  case  the  officers  who  shall  have 
signed  any  of  the  Notes  shall  cease  to  be  such  officers  of 
the  Corporation  before  the  Notes  so  signed  shall  have  been 
actually  authenticated  and  delivered  by  the  Trustee,  such 
Notes,  may,  nevertheless,  be  adopted  by  the  Corporation,  and 
be  issued,  authenticated  and  delivered,  as  though  the  persons 
who  signed  such  Notes  had  not  ceased  to  be  such  officers  of  the 
Corporation  ;  and  also  any  Note  may  be  signed  on  behalf  of 
the  Corporation  by  such  persons  as  at  the  actual  time  of  the 
execution  of  such  Note  shall  be  the  proper  officers  of  the 
Corporation,  although  at  the  date  of  such  Note  such  per¬ 
sons  may  not  have  been  officers  of  the  Corporation.  The 
coupons  to  be  attached  to  the  Notes  shall  be  authenticated  by 
the  facsimile  signature  of  the  present  treasurer  or  of  any 
future  treasurer  of  the  Corporation,  and  the  Corporation  may 
adopt  and  use  for  that  purpose  the  signature  of  any  person 


11 


who  shall  have  been  such  treasurer,  notwithstanding  the  fact 
that  he  may  have  ceased  to  be  such  treasurer  at  the  time 
when  the  Notes  shall  be  actually  authenticated  and  delivered. 
Only  such  of  the  Notes  as  shall  bear  thereon  endorsed  a 
certificate  substantially  in  the  form  hereinbefore  recited,  exe¬ 
cuted  by  the  Trustee,  shall  be  secured  by  this  Indenture 
or  entitled  to  any  lien,  right  or  benefit  hereunder,  and 
such  authentication  by  the  Trustee  of  any  such  Note  exe¬ 
cuted  ou  behalf  of  the  Corporation  shall  be  conclusive 
evidence  that  the  Note  so  authenticated  has  been  duly  au¬ 
thenticated  and  delivered  hereunder  and  that  the  holder  is 
entitled  to  the  benefit  of  the  trusts  hereby  created.  Before 
authenticating  or  delivering  any  Note,  all  coupons  thereto 
appertaining  then  matured  shall  be  cut  off  and  cancelled 
by  the  Trustee,  and  delivered  to  the  Corporation.  The 
Corporation,  the  Company  and  the  Trustee  may  deem  and 
treat  the  bearer  of  any  Note  which  shall  not  be  registered  as 
to  principal,  and  the  bearer  of  any  coupon  for  interest  on 
any  Note,  whether  such  Note  shall  have  been  so  registered 
or  not,  as  the  absolute  owner  of  such  Note  or  coupon  for  the 
purpose  of  receiving  payment  thereof  and  for  all  other  pur¬ 
poses  whatsoever,  and  the  Corporation,  the  Company  and 
the  Trustee  shall  not  be  affected  by  any  notice  to  the  con¬ 
trary.  The  Corporation,  the  Company  and  the  Trustee 
may  deem  and  treat  the  registered  owner  of  any  Note  which 
has  been  registered  as  to  principal  as  the  -absolute  owner  of 
such  Note  for  all  purposes  except  the  payment  of  coupons, 
and  the  Corporation,  the  Company  and  the  Trustee  shall  not 
be  affected  by  any  notice  to  the  contrary. 

Section  2.  Until  the  definitive  Notes  can  be  prepared, 
the  Corporation  may  execute  and,  upon  the  request  of  the 
Corporation,  the  Trustee  shall  authenticate  and  deliver-,  in 
lieu  of  definitive  Notes  and  subject  to  the  same  provisions, 
limitations  and  conditions,  one  or  more  temporary  printed, 
lithographed  or  typewritten  Notes  of  any  of  said  series  of  the 


12 


denomination  of  $1,000  or  any  multiple  thereof,  substantially 
of  the  tenor  hereinbefore  recited,  but  without  coupons,  and 
with  appropriate  omissions,  insertions  and  variations,  as  may 
be  required. 

Upon  surrender  of  such  temporary  Notes  of  any  series 
for  exchange,  the  Corporation,  at  its  own  expense,  shall  pre¬ 
pare  and  execute,  and,  upon  cancellation  of  such  surrendered 
temporary  Notes,  the  Trustee  shall  authenticate  and  shall 
deliver  in  exchange  therefor,  definitive  Notes  of  the  same 
series,  for  the  same  aggregate  principal  amount  as  the  tempo¬ 
rary  Notes  surrendered,  and,  until  so  exchanged,  the  tempo¬ 
rary  Notes  shall  in  all  respects  be  entitled  to  the  same  lien 
and  security  of  this  Indenture  as  the  definitive  Notes  to  be 
issued  and  authenticated  hereunder,  and  interest,  when  and 
as  payable,  shall  be  paid  and  notation  of  such  payment  en¬ 
dorsed  thereon. 

Section  3.  In  case  any  Note  of  any  series,  with  the 
coupons  thereto  appertaining,  shall  become  mutilated  or  be 
destroyed  or  lost,  the  Corporation  in  its  discretion  may  is¬ 
sue,  and  thereupon  the  Trustee  shall  authenticate  and  de¬ 
liver,  a  new  note  of  the  same  series  and  of  like  tenor, 
date  and  amount  and  bearing  the  same  number,  in  exchange 
and  substitution  for,  and  upon  cancellation  of,  the  mutilated 
Note  and  its  coupons,  or  in  lieu  of  and  substitution  for  the 
Note  and  its  coupons  so  destroyed  or  lost.  The  applicant  for 
such  substituted  Note  shall  furnish  to  the  Corporation  and 
to  the  Trustee  evidence  of  the  destruction  or  loss  of  such  Note 
and  its  coupons  so  destroyed  or  lost,  which  evidence  shall  be 
satisfactory  to  the  Corporation  and  to  the  Trustee  in  their 
discretion  ;  said  applicant  shall  also  furnish  indemnity  satis¬ 
factory  to  both  of  them  in  their  discretion  and  shall  comply 
with  such  other  reasonable  regulations  as  the  Corporation  or 
the  Trustee  may  prescribe. 

Section  4.  The  Corporation  will  keep,  at  an  office  or 
agency  to  be  maintained  by  it  in  the  Borough  of  Manhattan, 


13 


in  the  City  of  New  York,  or  at  some  bank  or  trust  com¬ 
pany  in  said  Borough,  a  sufficient  register  or  registers  for  the 
registration  and  transfer  of  the  Notes,  and  such  register  or 
registers  shall  at  all  times  be  open  for  inspection  by  the  Trus¬ 
tee  ;  and,  upon  presentation  for  such  purpose,  the  Corpora¬ 
tion  will,  under  such  reasonable  regulations  as  it  may  pre¬ 
scribe,  register  as  to  principal  any  Note. 

The  holder  of  any  Note  may  have  the  ownership  thereof 
registered  at  said  office  or  agency,  and  such  registration  en¬ 
dorsed  on  the  Note.  After  such  registration  no  transfer  shall 
be  valid  unless  made  at  said  office  or  agency  by  the  registered 
holder  in  person  or  by  his  attorney  thereunto  duly  authorized 
and  similarly  endorsed  on  the  Note.  Upon  presentation  to  the 
registrar  of  the  Corporation,  at  such  office  or  agency,  of 
any  such  Note  registered  as  to  principal,  accompanied  by  de¬ 
livery  of  a  written  instrument  of  transfer,  in  the  form  ap¬ 
proved  by  the  Corporation,  executed  by  the  registered 
holder  in  person  or  by  his  attorney  thereunto  duly  author¬ 
ized,  or  endorsed  in  like  manner  for  transfer,  such  Note 
shall  be  transferred  upon  such  register  and  such  transfer 
shall  be  endorsed  by  such  registrar  upon  the  Note.  The  regis¬ 
tered  holder  of  any  such  Note  registered  as  to  principal  also 
shall  have  the  right  to  cause  the  same  to  be  registered  as  payable 
to  bearer,  in  which  case  transferability  by  delivery  shall  be 
restored,  and  thereafter  the  principal  of  such  Note  when  due 
shall  be  payable  to  the  person  presenting  the  same.  Any  such 
Note  registered  as  payable  to  bearer  may  be  registered  again 
in  the  name  of  the  holder  with  the  same  effect  as  a  first  regis¬ 
tration  thereof.  Successive  registrations  and  transfers,  as 
aforesaid,  may  be  made  from  time  to  time  as  desired,  and 
each  registration  of  a  Note  shall  be  endorsed  by  the  registrar 
thereon.  The  registration  of  any  Note,  however,  shall  not 
affect  the  negotiability  by  delivery  merely  of  coupons  appertain¬ 
ing  to  such  Note,  but  every  such  coupon  shall  continue  to  pass 
by  delivery  and  shall  remain  payable  to  bearer. 


14 


ARTICLE  TWO. 

ISSUE  OF  NOTES. 

Section  1.  On  the  delivery  to  the  Trustee  of  the  Seventy  mil¬ 
lion  dollars  ($70,000,000),  principal  amount,  of  the  Consolidated 
Mortgage  Bonds,  Series  A,  of  the  Corporation  specified  in  the 
pledging  clauses  hereof,  or  in  the  alternative  and  pending  such 
delivery,  upon  the  delivery  to  the  Trustee  of  the  other  securities 
specified  in  said  pledging  clauses,  the  Trustee,  forthwith  and 
without  any  further  action  on  the  part  of  the  Corporation, 
shall  authenticate  the  Notes  and  deliver  them  on  the  written 
order  of  the  Corporation,  signed  by  its  President  or  one  of  its 
Vice-Presidents,  and  by  its  Treasurer  or  one  of  its  Assistant 
Treasurers. 


ARTICLE  THREE. 

PARTICULAR  COVENANTS  OF  THE  CORPORATION  AND  THE  COMPANY. 

Section  1.  The  Company  covenants  with  the  Corporation, 
that  it  will  duly  and  punctually  pay  or  cause  to  be  paid,  and 
the  Company  and  the  Corporation  jointly  and  severally  cove¬ 
nant  with  the  Trustee  that  the  Corporation  and  the  Com¬ 
pany  will  duly  and  punctually  pay  or  cause  to  be  paid,  to 
the  holders  of  each  and  every  of  the  Notes,  the  principal 
thereof  and  the  interest  accruing  thereon,  at  the  dates  and 
place  and  in  the  manner  mentioned  in  the  Notes  and  in  the 
coupons  thereto  appertaining,  according  to  the  true  intent  and 
meaning  thereof,  without  deduction  from  either  principal  or  in¬ 
terest  for  any  tax  or  other  governmental  charge  (except  for 
Federal  income  taxes  in  excess  of  two  per  centum)  which 
the  Corporation  or  the  Trustee  may  be  required  to  pay 
thereon,  or  to  retain  therefrom  under  any  present  or  future 
law  of  the  United  States  of  America,  or  of  any  state,  county, 
municipality  or  other  taxing  authority  therein.  The  interest 


15 


shall  be  payable  only  upon  presentation  and  surrender  of 
the  respective  coupons  annexed  to  the  Notes  as  such  coupons 
respectively  mature ;  and,  when  and  as  paid,  all  coupons 
shall  forthwith  be  cancelled  by  the  Corporation. 

Section  2.  The  Corporation  covenants  with  the  Trustee  as 
hereinafter  in  this  Section  set  forth  : 

(a)  The  Corporation  will  on  or  before  February  1,  1919, 
take  all  necessary  corporate  action  for  the  authorization  and 
issue,  and  will  duly  execute  and  issue  and  pledge  with  the 
Trustee,  to  be  held  by  it  as  security  hereunder  for  the  pay¬ 
ment  of  the  Notes,  said  Seventy  million  dollars  ($70,000,000), 
principal  amount,  of  the  Consolidated  Mortgage  Bonds, 
Series  A,  said  Bonds  to  be  so  deposited  in  substitution 
for  the  other  securities  specified  in  the  pledging  clauses 
hereof.  The  Trustee  may,  however,  in  its  discretion,  and 
upon  the  written  request  of  Guaranty  Trust  -Company  of 
New  York  and  of  Messrs.  J.  &  W.  Seligman  &  Co.,  of  New  York, 
shall,  extend  the  time  for  the  pledge  of  said  Consolidated 
Mortgage  Bonds,  Series  A,  hereunder  ;  provided,  however,  that 
such  time  shall  not  be  extended  beyond  June  1, 1919.  Said  Con¬ 
solidated  Mortgage  Bonds,  Series  A,  to  be  created  and  pledged 
as  above  stated  shall  bear  date  August  1,  1918,  and  shall  be 
part  of  an  authorized  issue  of  not  exceeding  $500,000,000,  prin¬ 
cipal  amount,  of  bonds  at  any  one  time  outstanding,  and  shall 
be  issued  under  and  they,  and  the  other  bonds  of  said  author¬ 
ized  issue  (all  of  said  bonds  being  hereinafter  called  the  Con¬ 
solidated  Mortgage  Bonds),  shall  be  secured  by  a  mortgage 
and  deed  of  trust  (hereinafter  called  the  Consolidated  Mort¬ 
gage)  to  be  executed  by  the  Corporation  and  the  Company 
to  Guaranty  Trust  Company  of  New  York,  as  Trustee, 
which  shall  be  a  direct  mortgage  on  all  of  the  manufacturing 
plants  at  the  date  hereof  owned  by  the  Company,  by  Penn 
Mary  Steel  Company,  a  Pennsylvania  corporation,  and  by 
Eastern  Coke  Company,  also  a  Pennsylvania  corporation,  and 


16 


upon  other  real  estate  owned  by  said  companies  (all  of  which 
manufacturing  plants  and  real  estate  are,  at  the  date  of  the  ex¬ 
ecution  of  the  Consolidated  Mortgage,  to  be  owned  by  said 
Bethlehem  Steel  Company)  subject  only  to  $76,668,000  aggre¬ 
gate  principal  amount  of  underlying  bonded  indebtedness  out¬ 
standing  and  not  pledged  under  the  Consolidated  Mortgage, 
and  upon  all  appurtenances  of  the  mortgaged  property,  and 
the  betterments  and  improvements  thereon,  whether  owned 
at  the  date  of  the  Consolidated  Mortgage  or  thereafter  con¬ 
structed  or  acquired,  subject  only  to  any  liens  existing  prior 
to  such  acquisition  and  to  purchase  money  liens  and  the  lien  of 
the  mortgages  securing  said  underlying  bonded  indebtedness  in 
so  far  as  the  same  shall  attach  thereto,  and  also  upon  all  after- 
acquired  additional  real  estate  and  plants  of  the  Company  for 
the  acquisition  of  which  Consolidated  Mortgage  Bonds  shall 
be  authenticated  and  delivered.  The  Consolidated  Mortgage 
Bonds  shall  also  be  secured  by  the  pledge  with  the  Trustee 
under  the  Consolidated  Mortgage  of  the  following  securities  : 

$24,000,000,  principal  amount,  of  First  Lieu  and  Refund¬ 
ing  Mortgage  Five  Per  Cent.  Thirty-Year 
Gold  Bonds,  ISeries  A,  of  said  Bethlehem 
Steel  Company,  maturing  May  1,  1942  ; 

$1,000,000,  principal  amount,  of  First  Extension  Mortgage 
Five  Per  Cent.  Gold  Bonds,  of  said  Bethlehem 
Steel  Company,  maturing  January  1,  1926  ; 

$9,368,000,  principal  amount,  of  Purchase  Money  and  Im¬ 
provement  Mortgage  Five  Per  Cent.  Twenty- 
Year  Sinking  Fund  Gold  Bonds  of  said  Beth¬ 
lehem  Steel  Company,  maturing  July  1,  1936  ; 

$97,000,  principal  amount,  of  Five  Per  Cent.  Mortgage 
Bonds  of  Maryland  Steel  Company  of  Balti¬ 
more  County,  maturing  February  1,  1922  ; 

$69,000,  principal  amount,  of  Consolidated  Joint  Mortgage 
Bonds  of  The  Pennsylvania  Steel  Company 
and  said  Maryland  Steel  Company  of  Balti¬ 
more  County,  maturing  September  1,  1925  ; 


17 


$900,000,  principal  amount,  of  mortgage  bonds  of  said 
Penn  Mary  Steel  Company  secured  by  a  mort¬ 
gage,  dated  July  1, 1918,  executed  by  it  to  said 
Bethlehem  Steel  Company  upon  certain  prop¬ 
erties  located  at  Sparrows  Point,  Maryland, 
subject,  however,  to  the  liens  then  existiug 
thereon,  said  bonds  maturing  July  1,  1928. 

The  Consolidated  Mortgage  shall  also  provide  in  substance 
that  all  other  bonds  at  any  time  after  the  date  thereof  issued 
under  the  First  Lien  and  liefundiug  Mortgage  of  the  Com¬ 
pany  or  under  the  Purchase  Money  and  Improvement  Mortgage 
of  the  Company  and  Penn  Mary  Steel  Company,  or  under 
the  First  Mortgage  of  Penn  Mary  Steel  Company  securing  an 
authorized  issue  of  $13,000,000,  principal  amount,  of  its  First 
Mortgage  Twenty-Year  Sinking  Fund  Gold  Bonds,  due  Janu¬ 
ary  1,  1937,  or  at  any  time  after  the  date  thereof  (or,  in  the 
case  of  a  mortgage  upon  after-acquired  property,  at  any  time 
after  the  acquisition  thereof)  issued  under  any  mortgage 
which  shall  constitute  a  lien  prior  to  the  lien  of  the  Consoli¬ 
dated  Mortgage  upon  real  estate  or  plants  covered  thereby, 
shall  be  pledged  under  the  Consolidated  Mortgage  against  the 
issue  of  Consolidated  Mortgage  Bonds  as  in  the  Consolidated 
Mortgage  to  be  provided. 

The  Consolidated  Mortgage  Bonds  shall  also  be  secured 
by  the  pledge  (subject  only  to  the  lien,  if  any,  of  the  existing 
Guaranty  Agreement  executed  by  the  Corporation  to  The 
Equitable  Trust  Company  of  New  York,  dated  May  15,  1912) 
of  all  the  shares  of  stock  (except  directors’  shares),  all  of  the 
par  value  of  $100  each  except  as  hereinafter  stated,  in  the 
following  corporations,  viz.  : 

(1)  1,299,955  shar-es  of  the  capital  stock  of  said 
Bethlehem  Steel  Company,  having  an  authorized  capital 
stock  of  $65,000,000,  consisting  of  1,300,000  shares  of 
the  par  value  of  $50  each,  all  of  which  have  been  issued 
and  are  now  outstanding. 

(2)  154,900  shares  of  the  capital  stock  of  Bethlehem 


18 


Shipbuilding  Corporation,  Ltd.,  a  Delaware  corpora¬ 
tion,  having  an  authorized  capital  stock  of  $15,500,000, 
consisting  of  155,000  shares,  all  of  which  have  been 
issued  and  are  now  outstanding. 

(3)  9,995  shares  of  the  capital  stock  of  Bethlehem 
Iron  Mines  Company,  a  New  York  corporation,  having 
an  authorized  capital  stock  of  $1,000,000,  consisting  of 
10,000  shares,  all  of  which  have  been  issued  and  are 
now  outstanding. 

(4)  9,990  shares  of  the  capital  stock  of  Bethlehem 
Mines  Corporation,  a  Delaware  corporation,  having  an 
authorized  capital  stock  of  $2,000,000,  consisting  of 
20,000  shares,  of  which  10,000  shares  have  been  issued 
and  are  now  outstanding. 

(5)  12,402  shares  of  the  capital  stock  of  Penn-Mary 
Coal  Company,  a  Penns}dvania  corporation,  having  an 
authorized  capital  stock  of  $1,250,000,  consisting  of 
12,500  shares,  all  of  which  have  been  issued  and  are 
now  outstanding. 

(6)  19,990  shares  of  the  capital  stock  of  Union  Iron 
Works  Company,  a  New  Jersey  corporation,  having  an 
authorized  capital  of  $2,000,000,  consisting  of  20,000 
shares,  all  of  which  have  been  issued  and  are  now 
outstanding. 

(7)  7,490  shares  of  the  capital  stock  of  Fore  River 
Shipbuilding  Corporation,  a  Massachusetts  corpora¬ 
tion,  having  an  authorized  capital  stock  of  $1,000,000, 
consisting  of  10,000  shares,  of  which  7,500  shares  have 
been  issued  and  are  now  outstanding. 

(8)  19,990  shares  of  the  capital  stock  of  Union  Iron 
Works  Dry  Dock  Company,  a  California  corporation, 
having  an  authorized  capital  stock  of  $2,000,000,  con¬ 
sisting  of  20,000  shares,  all  of  which  have  been  issued 
and  are  now  outstanding. 

The  Consolidated  Mortgage  Bonds  shall  also  he  secured 
by  the  pledge  (subject  to  existing  liens  thereon,  if  any)  of 


19 


all  of  the  shares  of  stock  (except  directors’  shares),  all  of 
which  are  of  the  par  value  of  $100  each  except  as  hereinafter 
stated,  in  the  following  corporations,  viz.  : 

(1)  39,985  shares  of  the  capital  stock  of  Bethlehem 
Chile  Iron  Mines  Company,  a  Delaware  corporation, 
having  an  authorized  capital  stock  of  $4,000,000,  con¬ 
sisting  of  40,000  shares,  all  of  which  have  been  issued 
and  are  now  outstanding. 

(2)  5,900  shares  of  the  capital  stock  of  Juragua 
Iron  Company,  a  Pennsylvania  corporation,  having  an 
authorized  capital  stock  of  $600,000,  consisting  of  6,000 
shares,  all  of  which  have  been  issued  and  are  now  out¬ 
standing. 

(3)  239,994  shares  of  the  capital  stock  of  The 
Spanish-American  Iron  Company,  a  West  Virginia  cor¬ 
poration,  having  an  authorized  capital  stock  of  $2,400,- 
000,  consisting  of  240,000  shares  of  the  par  value  of 
$10  each,  all  of  which  have  been  issued  and  are  now 
outstanding. 

The  Consolidated  Mortgage  Bonds  shall  also  be  secured 
by  the  pledge  of  any  bonds  or  shares  of  stock  of  other  cor¬ 
porations  after  the  date  of  the  Consolidated  Mortgage  acquired 
by  the  Corporation  and  for  the  acquisition  of  which  Con¬ 
solidated  Mortgage  Bonds  shall  be  authenticated  and  delivered. 

The  Consolidated  Mortgage  shall  provide,  in  substance,  that 
the  bonds  issued  and  to  be  issued  thereunder  may  be  issued  in 
series  and  may  differ  as  to  dates,  maturities,  interest  rates, 
redemption  prices,  sinking  fund  provisions,  convertibility,  etc., 
but  that  so  long  as  any  of  the  Consolidated  Mortgage 
Bonds,  Series  A,  shall  be  outstanding  no  Consolidated 
Mortgage  Bonds  shall  be  issued  which  shall  mature 
prior  to  August  1,  1948.  Said  $70,000,000,  principal 
amount,  of  Consolidated  Mortgage  Bonds,  Series  A, 
shall  be  dated  August  1,  1918,  and  mature  August  1, 
1948,  shall  bear  interest  at  the  rate  of  six  per  cent, 
per  annum,  and  shall  be  subject  to  redemption  on  at  least 


20 


thirty  days’  notice  on  any  interest  day  at  the  price  of  105  per 
cent,  of  the  principal  amount  thereof,  with  accrued  interest. 
The  balance  of  said  total  authorized  issue  of  Consolidated 
Mortgage  Bonds  shall  b}r  the  terms  of  the  Consolidated  Mort¬ 
gage  be  reserved  to  retire  underlying  bonded  indebtedness,  or 
against  the  issue  and  pledge  under  the  Consolidated  Mortgage 
of  bonds  issued  after  August  1,  1918,  under  any  mortgage 
which  shall  constitute  a  lien  upon  the  real  estate  and  plants 
covered  by  the  Consolidated  Mortgage  and  which  lien  shall 
be  prior  to  the  lien  thereof,  or  to  provide  funds  for  ex¬ 
penditures  to  be  made  by  the  Corporation  or  the  Company 
after  August  1,  1918,  all  in  accordance  with  the  terms  and 
conditions  to  be  provided  in  the  Consolidated  Mortgage. 

Tbe  Consolidated  Mortgage  shall  contain  appropriate  pro¬ 
visions  permitting  the  issue  of  Consolidated  Mortgage  Bonds 
in  lieu  of  Consolidated  Mortgage  Bouds  retired  ;  provided 
only  that  no  bonds  of  Series  A  shall  be  issued  in  lieu  of  bonds 
of  that  series  retired,  and  that  the  total  principal  amount  of 
the  Consolidated  Mortgage  Bonds  outstanding  at  any  time 
shall  not  exceed  $500,000,000. 

Before  the  Trustee  shall  accept  said  $70,000,000,  principal 
amount,  of  Consolidated  Mortgage  Bonds,  Series  A,  to  be 
pledged  in  substitution  of  the  other  securities  specified  in  the 
pledging  clauses  of  this  Indenture,  the  Corporation  shall 
deliver  to  the  Trustee  an  ojAnion  or  opinions  of  counsel  satis¬ 
factory  to  it  that  the  execution  of  the  Consolidated  Mortgage 
and  the  issue  of  said  Consolidated  Mortgage  Bonds,  Series  A, 
have  been  duly  authorized,  and  that  the  provisions  of  the 
Consolidated  Mortgage  are  in  conformity  with  the  require¬ 
ments  of  this  subdivision  (a)  of  Section  2  of  this  Article  Three. 

(b)  Until  the  Consolidated  Mortgage  Bonds,  Series  A, 
shall  be  pledged  hereunder  as  hereinabove  provided,  the  Cor¬ 
poration  shall  not  (1)  part  with  the  control  of  any  of  its  sub¬ 
sidiary  companies,  (2)  sell  or  lease  or  allow  to  be  sold  or 
leased  any  substantial  part  of  the  properties  of  its  subsidiary 


21 


companies,  except  to  other  subsidiary  companies,  or  to  the  Cor¬ 
poration,  or  the  Company,  or  (3)  mortgage  or  place  any  lieu 
upon  said  properties  other  than  to  secure  advances  not  exceeding 
three  million  two  hundred  fifty  thousand  dollars  ($3,250,000) 
from  the  United  States  Shipping  Board  Emergency  Fleet  Cor¬ 
poration  for  use  in  the  construction  of  a  dry  dock  at  Sparrows 
Point,  Maryland,  and  for  the  construction  or  acquisition  of 
additional  plant  facilities  at  Hunters  Point,  California. 

The  term  “  subsidiary  company  ”  as  used  herein,  except 
in  subdivision  ( c )  of  this  Section  2,  shall  be  deemed  to  mean  a 
corporation  at  least  ninety  per  cent,  of  the  issued  and  outstand¬ 
ing  capital  stock  of  which  is  at  the  time  owned  by  the  Corpora¬ 
tion  or  by  the  Company,  as  the  case  may  be,  or  by  both,  and 
pledged  or  to  be  pledged  under  the»Consolidated  Mortgage  as 
hereinabove  specified. 

( c )  So  long  as  any  of  the  Notes  shall  remain  unpaid  the 
Corporation  will  not  declare  or  pay  any  cash  dividends  upon  its 
common  stock  of  any  class  at  the  time  outstanding,  if  thereby 
the  net  current  assets,  as  shown  by  a  consolidated  balance 
sheet  of  the  Corporation  and  its  subsidiaries,  will  be  reduced 
to  an  amount  less  than  the  principal  amount  of  the  Notes  then 
outstanding.  For  the  purpose  of  determining  such  net  current 
assets,  the  current  liabilities  of  the  Corporation  and  its  sub¬ 
sidiaries,  as  hereinafter  defined,  shall  be  deducted  from  their 
current  assets,  as  hereinafter  defined.  The  term  “current  as¬ 
sets”  as  used  in  this  subdivision  (c)  shall  be  deemed  to 
include  (1)  cash  and  cash  items ;  (2)  articles  manufactured, 
constructed  or  produced  or  in  process  of  manufacture,  con¬ 
struction  or  production,  supplies  aud  raw  materials,  all  taken 
al  not  more  than  market  value ;  (3)  accounts  receivable 
which  shall  have  been  created  not  more  than  one  year- 
prior  to  the  date  of  such  consolidated  balance  sheet,  and 
bills  receivable  which  shall  mature  not  more  than  one 
year  subsequent  to  such  date ;  (4)  the  fair  value  of  shares  of 
stock,  bonds  and  other  securities  which  are  readily  market¬ 
able  or  upon  which  dividends  or  interest,  as  the  case  may  be, 


22 


are  being  regularly  paid,  but  not  including  stocks  or  bonds 
issued  by  corporations,  the  assets  and  liabilities  of  which  are 
included  in  such  consolidated  balance  sheet ;  and  (5)  such 
other  articles  and  items  as  are  generally  regarded  as  current 
assets  by  corporations  conducting  a  similar  business  to  that 
conducted  by  the  Corporation  and  its  subsidiaries,  including 
unexpired  insurance  premiums  and  discounts  prepaid  on  bills 
payable.  The  term  “current  liabilities”  as  used  iu  this  sub¬ 
division  (c)  shall  be  deemed  to  include  all  liabilities  of  the 
Corporation  and  its  subsidiaries,  whether  or  not  due,  except 

liabilities  evidenced  by  the  Notes  issued  hereunder  and 

\ 

liabilities  evidenced  by  notes,  bonds  or  other  obligations  pay¬ 
able  one  year  or  more  after  the  date  thereof.  The  term  “  the 
Corporation  and  its  subsidiaries  ”  as  used  in  this  sub¬ 
division  (c)  means  the  Corporation  and  all  corporations  all 
of  the  outstanding  capital  stock  of  which  (except  directors’ 
shares,  if  any)  is  owned  by  the  Corporation,  either  directly 
or  through  one  or  more  other  corporations. 

The  Corporation  shall  file  with  the  Trustee  on  or  before  the 
first  day  of  May,  in  each  year,  beginning  with  the  year  1919,  a 
statement,  certified  by  its  President  or  one  of  its  Vice-Presi¬ 
dents,  and  by  its  Treasurer  or  Comptroller  or  one  of  its  As¬ 
sistant  Treasurers  showing  the  amount  of  its  current  assets 
and  current  liabilities  as  iu  this  subdivision  (c)  defined, 
all  as  of  the  preceding  last  day  of  December,  together 
with  a  certificate  of  some  reputable  firm  of  public  account¬ 
ants  (which  may  be  the  certified  public  or  chartered  account¬ 
ants  regularly  employed  by  the  Corporation)  showing  that  such 
statement  is  in  accordance  with  the  covenants  and  restrictions 
set  forth  in  this  subdivision  (c). 

(d)  In  order  to  prevent  any  accumulation  of  coupons  after 
maturity,  the  Corporation  will  not,  directly  or  indirectly,  extend 
or  assent  to  the  extension  of  the  time  for  payment  of  any  cou¬ 
pon  appertaining  to  any  Note  ;  and  the  Corporation  will  not, 
directly  or  indirectly,  be  a  party  to  or  approve  any  such 
extension  by  purchasing  or  funding  said  coupons  or  in  any 


23 


other  manner.  In  case  the  time  for  payment  of  any  such 
coupon  shall  be  so  extended,  whether  or  not  such  extension 
be  by  or  with  the  consent  of  the  Corporation,  such  coupon 
shall  not  be  entitled,  in  case  of  default  hereunder,  to  the 
benefit  or  security  of  this  Indenture,  except  subject  to  the 
prior  payment  in  full  of  the  principal  of  all  the  Notes  then 
outstanding,  and  of  all  coupons  appertaining  to  such  Notes 
the  payment  of  which  shall  not  have  been  so  extended, 
with  interest. 

(e)  The  Corporation  will,  from  time  to  time,  duly 
pay  and  discharge  all  taxes  and  other  governmental 
charges  lawfully  imposed  upon  the  trust  estate  or  upon 
any  part  thereof,  or  upon  the  income  and  profits  thereof, 
and  also  all  taxes  and  other  governmental  charges  lawfully 
imposed  upon  the  lien  or  interest  of  the  Trustee  or  of 
the  holders  of  the  Notes  in  respect  of  the  trust  estate ; 
provided,  however,  that  unless  such  payments  shall  be  nec¬ 
essary  in  the  opinion  of  the  Trustee,  in  order  to  prevent 
prejudice  or  loss  to  the  trust  estate,  the  Corporation  shall  not 
be  required  to  pay  any  taxes  or  other  governmental  charges  so 
long  as  in  good  faith  it  shall  contest  the  validity  thereof  by 
appropriate  legal  proceedings. 

( f)  The  Corporation  and  the  Company  at  all  times  until 
the  payment  of  the  principal  of  the  Notes  either  will  keep 
an  office  or  an  agency  in  the  Borough  of  Manhattan,  in  the 
City  of  New  York,  where  notices  and  demands  in  respect  to 
the  Notes  and  coupons  may  be  served,  and  by  written  notice 
designate  such  office  or  agency  to  the  Trustee,  or  will  desig¬ 
nate  by  written  notice  to  the  Trustee,  a  bank  or  trust  com¬ 
pany  in  said  Borough  for  such  purpose.  In  default  of  any 
such  office  or  agency,  or  of  such  designation,  demand  may  be 
made  and  notices  may  be  served  at  the  office  in  said  Borough 
of  the  Trustee  or  any  successor  to  it  in  the  trust. 

(<j)  The  Corporation  will  also  do,  execute,  acknowledge 
and  deliver,  or  cause  to  be  done,  executed,  acknowledged  and 
delivered,  all  and  every  such  further  acts,  deeds,  transfers 


24 


and  assurances  for  the  better  assuring,  conveying  and  con¬ 
firming  unto  the  Trustee  all  and  singular  the  trust  estate 
as  the  Trustee  shall  reasonably  require  for  better  accom¬ 
plishing  the  provisions  and  purposes  of  this  Indenture  and 
for  better  securing  the  payment  of  the  principal  and  interest 
of  the  Notes. 


ARTICLE  FOUR. 

REDEMPTION  OF  NOTES. 

Section  1.  The  Corporation  may,  at  its  election,  at  any 
time,  by  complying  with  the  provisions  of  this  Article,  pay  off 
and  redeem  all  of  the  Notes,  or  all  of  one  or  more  series  of  the 
Notes  (but  not  pait  of  a  series),  then  outstanding  and  not  pre¬ 
viously  exchanged  for  Consolidated  Mortgage  Bonds,  Series  A, 
as  in  Article  Five  hereof  provided,  at  the  following  redemp¬ 
tion  prices,  plus  interest  accrued  on  the  Notes  so  to  be  re¬ 
deemed,  viz.  : 

102%  of  the  principal  amount  thereof  for  Notes  ma¬ 
turing  by  the  terms  thereof  four  or  more  years  after  the 
date  fixed  for  redemption  ; 

10l£%  of  the  principal  amount  thereof  for  Notes  ma¬ 
turing  by  the  terms  thereof  three  or  more  (but  less  than 
four)  years  after  the  date  fixed  for  redemption  ; 

101%  of  the  principal  amount  thereof  for  Notes  ma¬ 
turing  by  the  terms  thereof  two  or  more  (but  less  than 
three)  years  after  the  date  fixed  for  redemption  ; 

1001%  of  the  principal  amount  thereof  for  Notes  ma¬ 
turing  by  the  terms  thereof  one  or  more  (but  less  than 
two)  years  after  the  date  fixed  for  redemption  ;  and 

100%  of  the  principal  amount  thereof  for  Notes  ma¬ 
turing  by  the  terms  thereof  less  than  one  year  after  the 
date  fixed  for  redemption. 

Provided,  that  in  the  event  of  a  redemption  of  less  than  all 
of  the  Notes  at  any  one  time,  no  series  of  Notes  shall  be  called 
for  redemption  unless  all  series  of  Notes  of  earlier  maturity 
shall  have  been  paid  or  redeemed,  or  shall  have  been,  or  shall 


25 


contemporaneously  be,  called  for  such  redemption,  or  shall 
mature  on  the  date  fixed  for  such  redemption. 

Section  2.  In  case  the  Corporation  shall  elect  to  exercise 
such  right  of  redemption,  it  shall  give  notice  thereof  by  pub¬ 
lication  in  two  daily  newspapers  of  general  circulation  pub¬ 
lished  in  the  Borough  of  Manhattan,  in  the  City  of  New  York, 
once  a  week  for  four  successive  weeks,  the  first  publica¬ 
tion  to  be  not  less  than  thirty  days  nor  more  than 
sixty  days  prior  to  the  day  on  which  such  redemption 
and  payment  is  to  be  made,  stating  such  election  on 
the  part  of  the  Corporation  and  that  the  interest  on  the 
Notes  in  such  notice  designated  for  redemption  shall 
cease  on  the  day  therein  designated  for  redemption,  and 
requiring  that  the  Notes  in  such  notice  so  designated 
be  on  said  day  presented  for  redemption  and  payment, 
specifying  (in  case  less  than  all  the  Notes  are  to  be  redeemed) 
the  series  (one  or  more)  of  the  Notes  to  be  redeemed.  A 
similar  notice  shall  be  mailed  by  the  Corporation,  postage 
prepaid,  at  least  thirty  days  prior  to  said  date  fixed  for  re¬ 
demption  to  all  registered  holders  of  Notes  to  be  redeemed, 
whose  addresses  shall  appear  upon  the  transfer  registers. 
Notice  having  been  so  given,  the  Notes  so  designated  for 
redemption  shall,  on  the  day  designated  in  such  notice,  be¬ 
come  due  and  payable  at  the-  redemption  price  or  prices 
aforesaid ;  and  from  and  after  the  date  of  redemption  so 
designated  (unless  the  Corporation  shall  make  default  iu  the 
payment  of  said  Notes)  interest  on  the  Notes  so  designated  for 
redemption  shall  cease,  and  on  presentation  at  the  office  of  said 
Baukers  Trust  Company  of  any  of  the  Notes  specified  in 
such  notice  in  accordance  with  such  notice,  with  all  coupons 
maturing  on  and  after  such  date  of  redemption,  said  Notes 
shall  be  paid  by  the  Corporation  at  the  redemption  price  or 
prices  aforesaid.  If  not  so  paid  on  presentation  thereof,  said 
Notes  shall  continue  to  bear  interest  at  the  rate  expressed 
therein  until  payment. 


26 


Section  3.  On  deposit  with  the  Trustee  of  the  amount 
necessary  so  to  redeem  all  of  oue  or  more  series  of  the  Notes 
outstanding,  and  on  delivery  to  the  Trustee  of  (1)  proof  satis¬ 
factory  to  the  Trustee  that  notice  of  redemption  thereof  on 
a  specified  redemption  date  has  been  so  given,  or  (2)  a 
written  instrument  executed  by  the  Corporation,  under  its 
corporate  seal,  and  expressed  to  be  irrevocable,  authorizing 
the  Trustee  to  give  such  notice  for  and  ou  behalf  of  the 
Corporation,  and  on  payment  to  the  Trustee  of  all  costs, 
charges  and  expenses  in  relation  thereto,  then  : 

(a)  in  the  event  that  all  the  Notes  then  outstanding 
are  so  to  be  redeemed,  the  Trustee  shall  cancel  and 
satisfy  this  Indenture  and  assign  or  cause  to  be 
assigned,  and  shall  deliver  to  the  Corporation  the  trust 
estate  ;  and 

(b)  in  the  event  that  only  a  part  of  the  Notes  then 
outstanding  are  so  to  be  redeemed  the  Corporation  shall 
in  respect  of  the  Notes  so  provided  for,  be  entitled,  (1)  in 
case  at  the  time  said  $70,000,000,  principal  amount,  of 
Consolidated  Mortgage  Bonds,  Series  A,  of  the  Corpora¬ 
tion  shall  have  been  pledged  hereunder,  to  the  delivery 
by  the  Trustee  for  every  $1,000,  principal  amount,  of 
Notes  so  provided  for,  of  $1,400,  principal  amount,  of  the 
Consolidated  Mortgage  Bonds,  Series  A,  or  (2)  in  case 
at  the  time  the  other  securities  described  in  the 
pledging  clauses  hereof  shall  still  be  held  by  the 
Trustee,  to  the  delivery  by  the  Trustee  for  every 
$1,000,  principal  amount,  of  Notes  so  provided  for,  of 
an  amount  of  such  pledged  securities  of  each  class 
which  shall  bear  the  same  ratio  to  the  total  amount 
of  the  securities  of  such  class  as  $1,000  shall  bear  to 
the  total  amount  of  Notes  at  the  time  outstanding 
including  those  called  for  redemption  ; 

provided,  however,  that,  in  the  events  specified  in  either  the 
foregoing  subdivisions  (a)  and  (b)  of  this  Section,  until  the 
date  fixed  for  such  redemption,  unless  prior  to  such  date  the 


27 


right  of  the  holders  of  Notes  of  any  series  so  to  be  redeemed 
to  exchange  such  Notes  for  Consolidated  Mortgage  Bonds, 
Series  A,  hereinafter  in  Article  Five  provided  for,  shall  have 
expired,  and  in  any  such  case  until  the  expiration  of  such 
right,  the  Trustee  shall  retain  from  the  bonds  which  the 
Corporation  would  otherwise  be  entitled  to  receive  an  amount 
of  such  bonds  sufficient  to  enable  the  holders  thereof  to  exer¬ 
cise  such  right  of  exchange. 

The  Trustee  shall  apply  the  moneys  so  deposited  with  it 
to  the  payment  at  the  price  or  prices  aforesaid  of  the  Notes 
so  called  for  redemption,  with  accrued  interest  to  the  day 
designated  for  redemption,  but  shall  in  no  event  be  liable 
beyond  the  amount  so  deposited  with  it.  Any  moneys  so 
deposited  which  shall  not  be  required  for  the  purpose  for 
which  such  deposit  was  made  shall  be  repaid  to  the  Corpora¬ 
tion  upon  its  written  request.  The  Trustee  shall  cancel  all 
Notes  so  paid  by  it  and  the  appurtenant  coupons  and  deliver 
the  same  so  cancelled  to  the  Corporation  on  its  written 
demand. 

Section  4.  Anything  herein  contained  to  the  contrary  not¬ 
withstanding  the  Corporation  may  at  any  time  or  times  pur¬ 
chase  or  otherwise  acquire  any  of  the  outstanding  Notes,  or 
procure  the  same  to  be  surrendered  to  the  Trustee  and  dis¬ 
charged  upon  payment  or  otherwise,  and,  upon  the  delivery 
of  such  Notes  (with  all  appurtenant  coupons  thereunto  apper¬ 
taining)  to  the  Trustee,  the  Trustee  shall  cancel  (if  not 
already  cancelled)  the  Notes  so  delivered  to  the  Trustee 
and  the  appurtenant  coupons  ;  and  the  Corporation  shall, 
in  respect  of  Notes  so  surrendered  and  cancelled,  thereupon 
be  entitled  to  the  delivery  by  the  Trustee  of  pledged 
securities  at  the  rates  fixed  in  Section  3  of  this  Article  Four  for 
delivery  upon  deposit  of  money  for  a  partial  redemption  of 
the  Notes.  No  Notes  delivered  to  the  Trustee  under  this 
Article  Four  shall  thereafter  be  issued  or  re-issued  nor  shall 
any  be  issued  under  this  Indenture  in  place  thereof. 


28 


ARTICLE  FIVE. 

EXCHANGE  OF  NOTES  FOR  CONSOLIDATED  MORTGAGE  BONDS, 

SERIES  A. 

Section  1.  The  Corporation  covenants  that,  at  the  option 
of  the  respective  holders  or  registered  owners  thereof,  any  of 
the  Notes  may,  as  hereinafter  in  this  Section  provided,  at  any 
time  after  the  deposit  and  pledge  with  the  Trustee  of  said 
$70,000,000  of  Consolidated  Mortgage  Bonds,  Series  A,  of  the. 
Corporation  as  herein  provided,  and  thereafter  up  to  and  in¬ 
cluding  iu  the  case  of  Notes  of  Series  A  to  D,  inclusive, 
the  15th  day  of  June  immediately  prior  to  the  respec¬ 
tive  maturities  thereof,  and  in  the  case  of  Notes  of 
Series  E,  the  15th  day  of  March,  1923,  be  exchanged  for 
said  Consolidated  Mortgage  Bonds,  Series  A,  of  the  Corpo¬ 
ration,  of  an  aggregate  principal  amount  which  at  the  exchange 
value  of  such  bonds  hereinafter  mentioned  will  equal  the 
aggregate  principal  amount  of  the  Notes  surrendered,  with 
a  cash  adjustment  of  accrued  interest  and  with  a  payment 
in  cash  by  the  Corporation  of  any  fractional  principal  amount 
of  bonds  of  less  than  $1,000  deliverable  by  the  Corporation 
upon  any  such  exchange.  The  exchange  value  for  such  bonds 
shall  be  such  percentage  of  the  principal  amount  thereof  that 
such  bonds  at  such  price  will  yield  an  income  return  of  six 
and  one-half  per  cent.  (6^%)  per  annum  when  computed  by 
taking  into  account  the  interest  rate  on  the  bonds  and  the 
amortization  of  the  discount  thereon  from  the  date  of  exchange 
to  the  date  of  maturity  ot  said  bonds,  such  computations  to  be 
in  accordance  with  the  tables  of  bond  values,  which  are  set 
forth  in  a  book  filed  with  the  Trustee  entitled  “  Tables  of 
Bond  Values  ”,  issued  by  The  Department  of  Insurance, 
Ottawa,  December  1,  1916,  and  copyrighted  in  Canada,  1917, 
by  the  Superintendent  of  Insurance  for  the  Dominion  of 
Canada,  Second  Edition,  July,  1917. 

If  any  Note  shall  be  called  for  redemption  uuder  the 
provisions  of  Article  Four  hereof  such  right  of  exchange 
shall  continue  up  to  the  redemption  date  mentioned  in  the 


29 


call  for  redemption  or  up  to  the  date  on  which  said  right 
shall  expire  in  accordance  with  the  provision  hereinbefore 
in  this  Article  set  forth,  whichever  date  shall  be  the 
earlier.  Upon  presentation  and  surrender  to  it  at  its  office 
in  the  Borough  of  Manhattan,  in  the  City  of  New  York, 
within  said  period  during  which  such  right  of  exchange 
shall  continue,  of  any  Note  or  Notes,  with  all  unmatured 
coupons  attached,  for  exchange  for  Consolidated  Mortgage 
Bonds,  Series  A,  the  Trustee  shall  deliver  in  exchange  there¬ 
for  Consolidated  Mortgage  Bonds,  Series  A,  out  of  the  bonds 
pledged  hereunder,  at  the  rate  hereinabove  described,  up  to 
the  largest  principal  amount  which  is  $1,000  or  a  multiple 
thereof,  for  which  the  Notes  so  surrendered  at  said  rate 
of  exchange  will  suffice  to  pay,  and  the  Corporation  covenants 
that  it  will  pay  at  said  office  the  balance  of  such  exchange 
price,  if  any,  in  cash.  The  interest  accrued  on  the  Notes 
surrendered  and  on  the  Consolidated  Mortgage  Bonds,  Series 
A,  delivered  on  any  such  exchange  shall  be  adjusted  in  cash, 
and  the  Corporation  covenants  that  it  will  pay  to  the 
Trustee  from  time  to  time  promptly  on  demand  sufficient  cash 
to  cover  all  such  adjustments  in  so  far  as  they  involve  pay¬ 
ment  by  the  Corporation.  The  Trustee  shall  forthwith  cancel 
each  such  surrendered  Note,  with  all  unmatured  appur¬ 
tenant  coupons,  and  shall  deliver  the  same  to  the  Corporation, 
and  such  cancelled  Note  shall  be  deemed  to  be  satisfied  and 
discharged,  and  no  Notes  shall  be  issued  in  lieu  thereof. 

Section  2.  On  any  exchange  of  Notes  for  Consolidated 
Mortgage  Bonds,  Series  A,  as  provided  by  this  Article  Five, 
the  Corporation  shall  be  entitled  to  receive,  and  the  Trustee 
shall  release  from  pledge  hereunder  and  deliver  to  or  upon 
the  order  of  the  Corporation,  a  principal  amount  of  said  Con¬ 
solidated  Mortgage  Bonds,  Series  A,  remaining  so  pledged 
equal  to  the  difference  between  the  principal  amount  of  bonds 
delivered,  and  one  hundred  and  forty  per  cent.  (140%)  of  the 
principal  amount  of  Notes  surrendered  on  such  exchange. 


30 


ARTICLE  SIX. 

CONTROL  AND  RELEASE  OF  PLEDGED  SECURITIES. 

Section  1.  Any  of  the  Consolidated  Mortgage  Bonds, 
Series  A,  of  the  Corporation  which  shall  he  pledged  hereunder 
pursuant  to  the  pledging  clauses  hereof,  and  also  any  and  all  of 
the  other  bonds  and  British  Treasury  Notes  pledged  here¬ 
under  pending  such  pledge  of  said  Consolidated  Mortgage 
Bonds,  Series  A,  may  be  held  by  the  Trustee  as  bearer 
bonds  rr  notes,  or  as  bonds  or  notes  registered  as 
to  principal,  if  such  registration  be  permitted,  as  the  Trustee 
shall  see  fit,  and  if  registered,  may  be  registered  in  the  name 
of  the  Trustee,  or  of  an}r  nominee  or  nominees  of  the  Trustee, 
and  may  thereafter  be  transferred  into  and  registered  in  the 
name  of  the  Trustee,  or  any  nominee  or  nominees  of  the  Trus¬ 
tee,  or  may  be  transferred  to  bearer,  as  the  Trustee  may  de¬ 
termine  ;  or  the  Trustee  may  cause  any  such  bonds  in  coupon 
form  to  be  exchanged  for  registered  bonds  without  coupons  (if 
the  mortgage  or  indenture  under  which  such  bonds  were 
issued  shall  so  provide). 

Section  2.  So  long  as  the  British  Treasury  Notes  and 
bonds  of  the  Company  described  in  the  pledging  clauses  hereof 
shall  remain  pledged  under  this  agreement,  and  unless  and 
until  one  or  more  of  the  events  of  default  specified  in  Section 
2  of  Article  Seven  hereof  shall  have  happened  and  be  con¬ 
tinuing,  the  Company  shall  be  entitled  to  receive  the  interest 
maturing  on  said  pledged  British  Treasury  Notes  from  time 
to  time,  and  the  Trustee  shall  collect  such  interest  as  it  shall 
mature,  and  forthwith  on  the  collection  of  the  same  pay 
such  interest  to  the  Company.  During  such  period,  and  unless 
and  until  one  or  more  of  said  events  of  default  shall 
have  happened  and  be  continuing,  the  Company  shall  not 
be  obligated  to  pay  interest  on  any  of  its  bonds  pledged 
hereunder,  as  described  in  the  pledging  clauses  hereof, 
and  the  Trustee  shall  cause  the  coupons  appertaining  to 


31 


said  bonds  as  they  mature  to  be  cancelled  and,  upon  its 
written  demand,  delivered  to  the  Company.  In  case  said 
British  Treasury  Notes  shall  mature  prior  to  the  pledge  here¬ 
under  of  said  $70,000,000,  principal  amount,  of  Consolidated 
Mortgage  Bonds,  Series  A,  the  Trustee  shall  collect  the  prin¬ 
cipal  of  said  British  Treasury  Notes,  and,  pending  such 
pledge,  shall  hold  any  sums  so  collected  in  lieu  of  said  British 
Treasury  Notes  as  security  for  the  Notes  issued  hereunder. 
Upon  the  pledge  hereunder  of  said  Consolidated  Mortgage 
Bonds,  Series  A,  all  sums  so  held  by  the  Trustee,  together 
with  an}7  interest  which  may  have  been  allowed  thereon  by 
the  Trustee,  shall  be  paid  to  or  upon  the  order  of  the  Com¬ 
pany.  Upon  and  after  the  pledge  hereunder  of  said  $70,- 
000,000,  principal  amount,  of  the  Consolidated  Mortgage 
Bonds,  Series  A,  and  unless  and  until  one  or  more  of  said 
events  of  default  shall  have  happened  and  be  continuing,  the 
Corporation  shall  not  be  required  to  pay  any  interest  upon  any 
of  said  Consolidated  Mortgage  Bonds,  Series  A,  while  pledged 
hereunder,  or  any  thereof,  and  the  Trustee  shall  cause  the 
coupons  appertaining  to  any  coupon  bonds  so  pledged  here¬ 
under,  as  they  mature,  to  be  cancelled  and,  upon  its  written 
demand,  delivered  to  the  Corporation. 

Section  3.  Upon  and  after  the  pledge  hereunder  of  said 
$70,000,000,  principal  amount,  of  the  Consolidated  Mortgage 
Bonds,  Series  A,  the  Corporation  shall  have  the  right  at  any 
time  and  from  time  to  time  to  sell  such  bonds  to  the  Trustee 
under  the  Consolidated  Mortgage  for  the  purpose  of  any 
sinking  fund  created  thereunder  for  the  purchase  of  Con¬ 
solidated  Mortgage  Bonds,  Series  A,  at  a  price  at  least 
sufficient  to  pay  or  redeem  (in  case  all  the  Notes  of 
a  series  are  to  be  redeemed)  $5,000,  principal  amount,  of 
the  Notes  for  each  $7,000,  principal  amount,  of  said  Consoli¬ 
dated  Mortgage  Bonds  so  sold.  Upon  the  tiling  with  the 
Trustee  of  a  duly  certified  copy  of  a  resolution  or  resolu¬ 
tions  of  the  Board  of  Directors  or  Executive  Committee  of  the 


32 


Corporation,  stating  that  an  amount  of  Consolidated  Mortgage 
Bonds,  Series  A,  specified  in  such  resolution  or  resolutions 
shall  have  been  so  sold  and  requesting  the  release  thereof,  and 
upon  the  deposit  with  the  Trustee  of  the  purchase  price  thereof 
not  less  than  the  amount  above  specified,  the  Trustee  shall 
release  from  pledge  hereunder  and  deliver  to  the  Corporation, 
upon  its  written  order,  signed  by  its  President  or  one  of  its 
Vice-Presidents,  and  its  Treasurer  or  one  of  its  Assistant  Treas¬ 
urers,  the  amount  of  said  bonds  specified  in  such  resolution 
or  resolutions,  such  purchase  price  to  be  deposited  with 
the  Trustee  either  in  cash  or,  at  the  option  of  the  Corpo¬ 
ration,  in  Notes  at  par,  or,  in  the  case  of  Notes  that 
have  been  or  are  to  be  called  for  redemption,  at  the 
respective  redemption  prices  of  the  Notes  so  deposited. 
The  right  of  the  Corporation  to  sell  Consolidated  Mortgage 
Bonds,  Series  A,  to  sinking  funds  as  in  this  Indenture  pro¬ 
vided  shall  not  be  exercised  to  such  extent  that  the  principal 
amount  of  said  Bonds  remaining  pledged  hereunder  shall  be 
insufficient  to  provide  for  the  exchange  hereinbefore  in  Article 
Five  provided  for.  Any  such  cash  shall  be  applied,  at  the 
request  in  writing  of  the  Corporation,  either  to  the  purchase  or 
redemption  of  Notes  hereunder,  or  towards  the  payment  of 
any  of  said  Notes  at  maturity,  and  pending  such  request  shall 
be  held  as  additional  security  for  the  Notes.  Any  Notes  so 
deposited  with  the  Trustee  shall  be  cancelled  by  the  Trustee 
and  delivered  to  the  Corporation,  and  no  Notes  shall  be  issued 
in  lien  thereof. 


ARTICLE  SEVEN. 

REMEDIES  OF  TRUSTEE  AND  NOTEHOLDERS. 

Section  1.  No  coupon  appertaining  to  any  Note  which  in 
any  way,  at  or  after  maturity,  shall  have  been  transferred  or 
pledged  separate  and  apart  from  the  Note  to  which  it  apper¬ 
tains  shall,  unless  accompanied  by  such  Note,  be  entitled,  in 


33 


case  of  a  default  hereunder,  to  any  benefit  or  security  of  or 
from  this  Indenture,  except  subject  to  the  prior  payment  in  full 
of  the  principal  of  all  the  Notes  and  of  all  coupons  not  so 
transferred  or  pledged,  with  interest.  In  case  the  time  for 
payment  of  any  coupon  shall  be  directly  or  indirectly  ex¬ 
tended,  whether  or  not  such  extension  be  by  or  with  the  con¬ 
sent  of  the  Corporation,  such  coupon  shall  not  be  entitled  in 
case  of  default  hereunder  to  any  benefit  or  security  of  or  from 
this  Indenture,  except  subject  to  the  prior  payment  in  full  of 
the  principal  of  all  the  Notes  and  of  all  coupons  not  so  ex¬ 
tended,  with  interest. 

Section  2.  If  one  or  more  of  the  following  events,  herein 
called  events  of  default,  shall  happen,  that  is  to  say  : 

(a)  default  shall  be  made  in  the  payment  of  any  in¬ 
stalment  of  interest  on  any  of  the  Notes,  when  and  as 
the  same  shall  become  due  and  payable,  and  such  de¬ 
fault  shall  continue  for  the  period  of  ninety  days  ; 

(b)  default  shall  be  made  in  the  payment  of  the 
principal  of  any  of  the  Notes,  when  and  as  the  same 
shall  become  due  and  payable,  whether  at  maturity  or 
by  declaration  or  otherwise  ; 

(c)  default  shall  be  made  in  the  observance  or  per¬ 
formance  of  any  other  £>f  the  covenants  of  this  Indenture, 
and  such  default  shall  continue  for  the  period  of  ninety 
days  after  written  notice  from  the  Trustee,  specifying 
sncli  default  and  requiring  the  same  to  be  remedied, 
shall  have  been  given  to  the  Corporation  and  not  be 
made  good  or  secured  to  the  satisfaction  of  the  Trustee 
or  provision,  deemed  by  the  Trustee  to  be  adequate, 
made  therefor  ; 

(d)  default  shall  be  made  in  the  payment  of  the 
principal  of  or  interest  upon  any  bond  secured  by 
mortgage  upon  any  real  estate  or  plant  which  shall  be 
subject  to  the  lien  of  the  Consolidated  Mortgage,  and 
the  lien  of  which  mortgage  shall  be  prior  to  the  lien  of 


34 


the  Consolidated  Mortgage,  and  such  default  shall  con¬ 
tinue  for  the  period  of  ninety  days  ; 

(e)  by  the  decree  of  a  court  of  competent  jurisdic¬ 
tion,  the  Corporation  or  the  Company  shall  be  adjudi¬ 
cated  a  bankrupt,  or,  by  order  of  such  court,  a  receiver 
shall  be  appointed  of  the  property  of  the  Corporation 
or  of  the  Company,  and  any  such  decree  or  order  shall 
continue  in  effect  for  the  period  of  sixty  days  ; 

(  /)  the  Corporation  or  the  Company  shall  file  a 
petition  in  voluntary  bankruptcy,  or  shall  make  an 
assignment  for  the  benefit  of  creditors, 

then  and  in  each  and  every  such  case  during  the  continuance 
of  such  event  of  default,  the  Trustee  may,  and  upon  the 
written  request  of  the  holders  of  a  majority  in  amount  of  the 
Notes  then  outstanding  shall,  declare  the  principal  of  all  the 
Notes  then  outstanding  (if  not  already  due  and  payable)  to 
be  due  and  payable,  and  upon  any  such  declaration  the  same 
shall  become  and  be  immediately  due  and  payable. 

This  provision,  however,  is  subject  to  the  condition  that  if 
at  any  time  after  the  principal  of  the  Notes  shall  have  so  be¬ 
come  due  and  payable,  and  prior  to  the  respective  dates  of 
maturity  thereof  stated  in  the  Notes,  all  arrears  of  interest, 
if  any,  upon  all  the  Notes  (with  interest  at  the  rate  of 
seven  per  cent,  per  annum  on  any  overdue  coupons), 
and  the  expenses  of  the  Trustee,  shall  be  paid  by  the 
Corporation  or  the  Company  before  a  sale  of  the  trust 
estate  shall  have  been  made,  and  every  other  de¬ 
fault  in  the  observance  or  performance  of  any  covenant 
or  condition  of  the  Notes  or  of  this  Indenture  shall 
be  made  good  or  be  secured  to  the  satisfaction  of  the 
Trustee,  or  provision  deemed  by  the  Trustee  to  be  adequate 
shall  be  made  therefor,  then  and  in  every  such  case  the 
holders  of  a  majority  in  amount  of  the  Notes  then  outstand¬ 
ing,  by  written  notice  to  the  Corporation  and  to  the  Trustee, 
may  waive  the  default  by  reason  of  which  the  principal  of 


35 


the  Notes  shall  have  so  become  due  and  payable,  and  the  con¬ 
sequences  of  such  default  ;  but  no  such  waiver  shall  extend 
to  or  affect  any  subsequent  default  or  impair  any  right 
consequent  thereon. 

Section  3.  If  default  shall  be  made  in  the  payment  of  the 
principal  of  the  Notes  when  the  same  shall  become  due 
and  payable,  whether  at  maturity  or  by  declaration  or 
otherwise,  the  Trustee  shall,  in  its  discretion,  be  forth¬ 
with  entitled,  either  personally  or  by  its  agents  or 
attorneys,  and  forthwith  may  proceed,  to  sell  and  convert 
into  money,  singly  or  collectively,  the  securities  consti¬ 
tuting  the  trust  estate,  and  at  the  written  request  of  the 
holders  of  a  majority  in  amount  of  the  Notes  at  the  time 
outstanding,  upon  the  receipt  by  the  Trustee  of  security  and 
indemnity  as  hereinafter  provided,  it  shall  be  the  duty  of  the 
Trustee  so  to  do.  Such  sale  or  sales  shall  be  at  public  auction 
at  such  place  in  the  City  of  New  York,  and  at  such  time  and 
upon  such  terms  as  the  Trustee  may  fix. 

Notice  of  any  sale,  whether  under  and  by  virtue  of  the 
power  of  sale  herein  contained,  or  under  and  by  virtue  of  any 
judgment  or  decree  of  foreclosure  and  sale  or  of  other  judicial 
proceedings,  shall  state  the  time  when,  and  the  place  where,  the 
same  is  to  be  made,  and  shall  contain  a  brief  general  descrip¬ 
tion  of  the  property  to  be  sold,  and  shall  be  sufficiently  given 
if  published  once  in  each  week  for  six  successive  weeks  prior 
to  such  sale  in  two  newspapers  of  general  circulation  in  the 
Borough  of  Manhattan  in  the  City  of  New  York  ;  such  notice 
shall  also  comply  with  any  requirement  of  statute  or  rule  or 
order  of  court.  The  Trustee  may  adjourn  auy  such  sale  or 
cause  the  same  to  be  adjourned  from  time  to  time  by  announce¬ 
ment  at  the  time  and  place  appointed  for  such  sale  or  for  such 
adjourned  sale  or  sales  ;  and,  without  further  notice  or  publi¬ 
cation,  such  sale  may  be  made  at  the  time  and  place  to  which 
the  same  may  be  so  adjourned. 


36 


Section  4.  Upon  the  completion  of  any  sale  or  sales,  the 
Trustee  shall  deliver  to  the  accepted  purchaser  or  purchasers 
the  securities  sold,  with  good  and  sufficient  transfers.  The 
Trustee  and  its  successor  or  successors  are  hereby  appointed 
the  true  and  lawful  attorney  and  attorneys  irrevocable  of  the 
Corporation  and  the  Company,  in  the  name  and  stead  of 
them  or  either  of  them,  to  make  all  necessary  instruments  of 
transfer,  and  for  that  purpose  may  execute  all  necessary  acts 
of  assignment  and  transfer,  and  may  substitute  one  or  more 
persons  or  corporations  with  like  power,  the  Corporation  and 
the  Company  hereby  severally  respectively  ratifying  and  con¬ 
firming  all  that  its  or  their  said  attorney  or  attorneys,  or  such 
substitute  or  substitutes,  shall  lawfully  do  by  virtue  hereof. 
Nevertheless  the  Corporation  (and  the  Company  if  and  to  the 
extent  that  it  shall  theu  own  subject  to  the  lien  hereof  the 
securities  constituting  the  trust  estate)  shall,  if  so  requested 
by  the  Trustee,  ratify  and  confirm  such  sale  or  sales  by  exe¬ 
cuting  and  delivering  to  the  Trustee  or  to  such  purchaser  or 
purchasers  all  such  proper  transfers  as  may  be  designated  by 
such  request. 

Section  5.  Any  sale  or  sales  made  under  or  by  virtue  of 
this  Indenture,  whether  under  any  power  of  sale  hereby 
granted  and  conferred,  or  under  or  by  virtue  of  judicial 
proceedings,  shall  divest  all  right,  title,  interest,  estate, 
claim  and  demand  whatsoever,  either  at  law  or  in  equity,  of 
the  Corporation  and  of  the  Company  of,  in  and  to  the 
property  sold,  and  shall  be  a  perpetual  bar  both  at  law  and 
in  equity  against  the  Corporation  and  the  Company,  and  the 
successors  and  assigns  of  them  and  each  of  them,  and  against 
any  and  all  persons  claiming  or  to  claim  the  property  sold 
or  any  part  thereof,  from,  through  or  under  the  Corpora¬ 
tion  or  the  Company,  its  or  their  successors  or  assigns,  and 
no  purchaser  at  any  such  sale  or  sales,  or  his  representa¬ 
tives  or  assigns,  shall  be  bound  to  see  to  the  application  of 
the  purchase  money  upon  or  for  any  trust  or  purpose  of 


37 


this  Indenture,  or  be  answerable  in  any  manner  what¬ 
soever  for  any  loss,  misapplication  or  non-application  of  any 
such  purchase  money  paid  by  such  purchaser  or  any  part 
thereof. 

Section  6.  The  Trustee,  however,  instead  of  exercising  the 
power  of  sale  herein  conferred  upon  it,  may,  in  its  discretion, 
and  shall,  at  the  request  in  writing  of  the  holders  of  a  majority 
in  amount  of  the  Notes  then  outstanding,  and  upon  the  receipt 
by  it  of  security  and  indemnity  as  hereinafter  provided,  pro¬ 
ceed  by  a  suit  or  suits  at  law  or  in  equity,  as  the  Trustee  may 
be  advised  by  counsel,  to  enforce  the  payment  of  the  Notes 
and  coupons  and  to  enforce  this  Indenture  and  sell  the 
securities  constituting  the  trust  estate  under  the  judgment 
or  decree  of  a  court  of  competent  jurisdiction. 

Section  7.  In  the  event  of  any  sale  under  or  by  virtue  of 
this  Indenture,  whether  under  any  power  of  sale  hereby 
granted  or  conferred  or  under  or  by  virtue  of  judicial  proceed¬ 
ings,  of  any  of  the  securities  constituting  the  trust  estate,  the 
principal  of  the  Notes,  if  not  already  due  and  payable,  forth¬ 
with  shall  become  due  and  payable,  anything  in  the  Notes  or 
in  this  Indenture  to  the  contrary  notwithstanding. 

Section  8.  In  the  event  of  any  sale  under  or  by  virtue  of 
this  Indenture,  whether  under  any  power  of  sale  hereby 
granted  and  conferred  or  under  or  by  virtue  of  judicial  pro¬ 
ceedings,  the  securities  constituting  the  trust  estate  may,  as 
the  Trustee  shall  deem  most  advantageous  for  the  holders  of 
the  Notes,  be  sold  either  in  one  parcel  as  an  entirety,  or  in 
several  parcels  and,  if  in  several  parcels,  in  such  parcels  as  the 
Trustee  may  determine.  Tlie  Corporation  and  the  Company, 
severally,  each  for  itself  and  for  all  persons  or  corporations 
hereafter  claiming  through  or  under  it,  hereby  expressly  waives 
and  releases  all  right  to  have  the  securities  constituting  the 
trust  estate  marshalled  upon  any  foreclosure  or  other  enforce¬ 
ment  of  this  Indenture. 


38 


Section  9.  The  Trustee,  in  respect  of  the  securities  con 
stituting  the  trust  estate,  shall,  for  all  purposes  of  this  Article 
Seven,  have  and  may  exercise  all  the  rights  of  holder  and  owner 
thereof  and  may  take  any  action  or  proceedings  which  a 
holder  or  owner  thereof  for  value  could  take  as  such  owner 
or  holder.  All  remedies  conferred  by  this  Indenture  shall 
be  deemed  cumulative  and  not  exclusive,  and  shall  not  be 
deemed  to  deprive  the  Trustee  of  any  legal  or  equitable 
remedy  by  appropriate  judicial  proceedings  or  otherwise  to 
enforce  the  conditions,  covenants  and  agreements  of  this 
Indenture. 

Section  10.  In  case  of  any  sale  of  the  trust  estate,  whether 
under  the  power  of  sale  hereby  granted  or  pursuant  to  judicial 
proceedings,  the  purchase  money,  proceeds  or  avails,  together 
with  any  other  sums  which  may  then  be  held  by  the  Trustee 
or  be  payable  to  it  under  any  of  the  provisions  of  this  Indenture 
as  a  part  of  the  trust  estate,  shall  be  applied  as  follows : 

(a)  to  the  payment  of  the  costs,  expenses,  fees,  and 
other  charges  of  such  sale  or  sales,  and  a  reasonable 
compensation  to  the  Trustee,  its  agents  and  attorneys, 
and  to  the  payment  of  all  expenses  and  liabilities  in¬ 
curred,  and  advances  or  disbursements  made,  by  the 
Trustee  ; 

(b)  any  surplus  then  remaining,  to  the  payment  of 
the  whole  amount  owing  or  unpaid  upon  the  Notes  and 
coupons,  for  both  principal  and  interest,  with  interest 
on  the  overdue  coupons  at  the  rate  of  seven  per  cent, 
per  annum,  and  in  case  such  proceeds  shall  be  insuffi¬ 
cient  to  pay  in  full  the  whole  amount  so  due  aud  unpaid 
upon  the  Notes  and  coupons,  then  to  the  payment  of 
such  principal  and  interest  ratably,  according  to  the 
aggregate  of  such  principal  aud  the  accrued  and  unpaid 
interest,  without  preference  or  priority  of  principal  over 
interest  or  of  interest  over  principal,  or  of  any  coupon 
over  any  other  coupon  ; 


39 


(c)  any  surplus  then  remaining,  to  be  paid  to  the 
Corporation,  its  successors  or  assigns,  or  to  whosoever 
may  be  lawfully  entitled  to  receive  the  same. 

These  provisions,  however,  are  not  intended  in  anywise  to 
modify  the  provisions  of  Section  1  of  this  Article  Seven  or  of 
subdivision  (d)  of  Section  2  of  Article  Three  hereof,  but  are 
subject  thereto. 

Section  11.  In  case  of  any  sale  of  the  trust  estate  or  any  part 
thereof  in  pursuance  of  the  powers  conferred  by  this  Indenture 
or  upon  any  sale  pursuant  to  judicial  proceedings,  the  pur¬ 
chaser,  for  the  purpose  of  making  settlement  or  payment  for 
the  property  purchased,  shall  be  entitled  to  turn  in  or  apply 
towards  the  payment  of  the  purchase  price,  and  to  be  credited 
with,  any  Notes  and  any  matured  and  unpaid  coupons  to  the 
extent  of  the  value  of  such  Notes  and  coupons  upon  a 
distribution  among  the  holders  of  Notes  and  coupons  of  the 
net  proceeds  of  such  sale  after  making  the  deductions  allowable 
under  the  terms  hereof  for  the  costs  and  expenses  of  the  sale 
and  otherwise.  But  such  Notes  and  coupons  so  applied  in 
payment  by  the  purchaser  shall  be  deemed  to  be  paid  only  to 
the  extent  so  applied.  At  any  such  sale,  the  Trustee,  or  any 
holder  of  Notes  or  his  agent,  may  bid  for  and  purchase  the 
property  so  sold  aud  may  make  payment  therefor  as  afore¬ 
said,  and,  upon  compliance  with  the  terms  of  sale,  may  hold, 
retain  and  dispose  of  such  property  without  further  account¬ 
ability,  and  the  receipt  of  the  Trustee  shall  be  a  sufficient 
discharge  for  the  purchase  money  to  any  purchaser  of  the 
property,  or  any  part  thereof,  sold  under  any  of  the  pro¬ 
visions  of  this  Indenture. 

Section  12.  The  Corporation  and  the  Company,  jointly 
and  severally,  hereby  covenant  that  in  case  default  shall  be 
made  in  the  payment  of  the  principal  of  any  of  the  Notes,  when 
and  as  the  same  shall  become  payable  and  whether  at  maturity 


40 


or  by  declaration  or  otherwise,  then  and  in  every  such  case, 
upon  demand  of  the  Trustee,  they  will  pay  to  the  Trustee  for 
the  benefit  of  the  holders  of  the  Notes  and  coupons  then 
outstanding  the  whole  amount  which  shall  then  have  become 
due  and  payable  on  all  the  Notes  and  coupons  then  out¬ 
standing  for  interest  and  principal,  with  interest  upon  the 
overdue  principal  and  coupons  at  the  rate  of  seven  per  cent,  per 
annum  ;  and  in  case  of  failure  to  make  such  payment 
forthwith  upon  such  demand,  the  Trustee,  in  its  own  name  and 
as  trustee  of  an  express  trust,  shall  be  entitled  to  recover 
judgment  for  the  whole  amount  so  due  and  unpaid. 
The  Trustee  shall  be  entitled  to  recover  judgment 
as  aforesaid,  either  before  or  after  or  during 
the  pendency  of  any  proceedings  for  the  enforce¬ 
ment  of  the  lien  of  this  Indenture  upon  the  trust 
estate,  and  its  right  to  recover  such  judgment  against  either 
the  Corporation  or  the  Company  or  both  shall  not  be 
affected  by  any  sale  hereunder,  or  by  the  exercise  of  any  other 
right,  power  or  remedy  for  the  enforcement  of  the  provi¬ 
sions  of  this  Indenture,  or  by  the  foreclosure  of  the  lien 
hereof  ;  and,  in  case  of  a  sale  of  the  trust  estate  and  of  the 
application  of  the  proceeds  of  sale  to  the  payment  of  the  in¬ 
debtedness  represented  by  the  Notes  and  coupons,  the  Trus¬ 
tee,  in  its  own  name,  and  as  trustee  of  an  express  trust,  shall 
be  entitled  to  receive,  and  to  enforce  payment  of,  any  and  all 
deficiency  or  amounts  then  remaining  due  and  unpaid  upon  any 
or  all  of  the  Notes  and  coupons  then  outstanding,  for  the  ben¬ 
efit  of  the  holders  thereof,  and  shall  be  entitled  to  recover 
judgment  for  any  portion  of  such  indebtedness  remaining 
unpaid,  with  interest  at  the  rate  of  seven  per  centum  per 
annum.  No  recovery  of  any  judgment  by  t lie  Trustee, 
and  no  levy  of  any  execution  upon  any  such  judgment 
upon  property  subject  to  the  lien  of  this  Indenture  or  upon 
any  other  property,  shall  in  any  manner  or  to  any  extent, 
affect  or  impair  the  lien  of  the  Trustee  upon  the  trust 


41 


estate  or  any  part,  thereof,  or  any  liens,  rights,  powers 
or  remedies  of  the  Trustee  hereunder,  or  any  lien,  rights, 
powers  or  remedies  of  the  holders  of  the  Notes  and  coupons  ; 
but  such  lien,  rights,  powers  and  remedies  shall  continue  un¬ 
affected  and  unimpaired  as  before.  Any  moneys  thus  col¬ 
lected  by  the  Trustee  under  this  Section  12  shall  be  applied 
by  the  Trustee  :  first,  to  the  payment,  at  the  option  of  the 
Trustee,  of  the  costs  and  expenses  of  the  proceedings  result¬ 
ing  in  the  collection  of  such  moneys  ;  and,  secondly,  toward 
payment  of  the  amounts  then  due  and  unpaid  upon  the  Notes 
and  coupons  in  respect  of  which  such  moneys  shall  have  been 
collected,  ratably  and  without  any  preference  or  priority  of 
any  kind  (except  as  provided  in  Section  1  of  this  Article  Seven), 
according  to  the  amounts  due  and  payable  upon  such  Notes 
and  coupons  respectively,  at  the  date  fixed  by  the  Trustee  for 
the  distribution  of  such  moneys,  upon  presentation  of  the 
several  Notes  and  coupons  and  stamping  such  payment 
thereon,  if  partly  paid,  and  upon  surrender  thereof  if  fully  paid. 

Section  13.  No  holder  of  any  Note  or  coupon  shall  have 
the  right  to  institute  any  action,  suit  or  proceeding  at  law  or 
in  equity  upon  or  in  respect  of  this  Indenture,  or  for  the  ex¬ 
ecution  of  any  trust  or  power  hereof,  or  for  any  other  remedy 
under  or  upon  this  Indenture,  unless  such  holder  shall 
previously  have,  given  to  the  Trustee  written  notice  of  an 
event  of  default  and  of  the  continuance  thereof  as  hereinbefore 
provided  ;  nor  unless  also  the  holder  or  holders  of  twenty-five 
per  cent,  in  amount  of  the  Notes  at  the  time  outstanding  shall 
have  made  written  request  upon  the  Trustee  after  the  happen¬ 
ing  of  one  or  more  of  the  events  of  default  hereinbefore  in  Sec¬ 
tion  2  of  this  Article  Seven  specified,  and  shall  have  afforded  to 
it  reasonable  opportunity,  either  to  proceed  itself  to  exercise 
the  powers  hereinbefore  granted,  or  to  institute  such  action,  suit 
or  proceeding  in  its  own  name  ;  nor  unless  also  such  holder 


42 


or  holders  shall  have  offered  to  the  Trustee  adequate  security 
aud  indemnity  against  the  costs,  expenses  and  liabilities  to  be 
incurred  in  or  by  reason  of  such  action,  suit  or  proceeding  ; 
and  such  notification,  request  and  offer  of  indemnity  are  hereby 
declared,  in  every  such  case,  at  the  option  of  the  Trustee,  to 
be  conditions  precedent  to  the  execution  of  the  powers  and 
trusts  of  this  Indenture,  and  to  any  action  or  cause  of  action 
for  foreclosure  or  for  any  other  remedy  hereunder,  it  being 
intended  that  no  one  or  more  holders  of  the  Notes  or  cou¬ 
pons  shall  have  any  right  in  any  manner  whatever  to  affect, 
disturb  or  prejudice  the  lien  of  this  Indenture  by  his  or 
their  action,  or  to  enforce  any  right  hereunder,  except  in  the 
manner  herein  provided,  and  that  all  proceedings  hereunder 
shall  be  instituted,  had  and  maintained  in  the  manner  herein 
provided  and  for  the  equal  benefit  of  all  holders  of  the  out¬ 
standing  Notes  and  coupons. 

But  the  foregoing  provisions  of  this  Section  shall  not  be 
construed  to  affect  any  discretion  or  power  by  any  provision 
of  this  Indenture  given  to  the  Trustee  to  determine  whether 
or  not  it  shall  take  action  in  respect  of  any  default  without 
such  notice  or  request  from  the  holders  of  Notes,  or  to  affect 
any  other  discretion  or  power  given  to  the  Trustee. 

Section  14.  No  delay  or  omission  of  the  Trustee,  or  of  any 
holder  of  Notes,  to  exercise  any  right  or  power  accruing  upon 
any  default,  shall  impair  any  such  right  or  power,  or  shall  be 
construed  to  be  a  waiver  of  any  such  default  or  acquiescence 
therein  ;  and  every  power  aud  remedy  given  by  this  Indenture 
to  the  Trustee  or  to  the  holders  of  Notes  may  be  exercised 
from  time  to  time  and  as  often  as  may  be  deemed  expedient 
by  it  or  by  them. 

Section  15.  Nothing  in  this  Indenture,  expressed  or 
implied,  is  intended  or  shall  be  construed  to  confer  upon, 
or  to  give  to  any  person  or  corporation  other  than  the  parties 


43 


hereto  and  the  holders  of  the  Notes  and  the  appurtenant 
coupons,  any  right,  remedy  or  claim,  under  or  by  reason  of 
this  Indenture  or  any  covenant,  condition  or  stipulation 
hereof,  and  all  the  covenants,  stipulations,  promises  and 
agreements  in  this  Indenture  contained  shall  be  for  the  sole 
and  exclusive  benefit  of  the  parties  hereto  and  their  suc¬ 
cessors,  and  of  the  holders  of  the  Notes  and  coupons. 

Section  16.  No  recourse  under  or  upon  any  obligation, 
covenant  or  agreement  of  this  Indenture  or  of  any  Note  or 
coupon,  or  because  of  the  creation  of  any  indebtedness  rep¬ 
resented  by  the  Notes  or  secured  by  this  Indenture,  sliall 
be  had  against  any  stockholder,  officer  or  director  of  the 
Corporation  or  of  the  Company,  or  of  any  successor  corpora¬ 
tion,  as  such,  either  directly  or  through  the  Corporation  or 
the  Company,  or  such  successor  corporation,  by  the  enforce¬ 
ment  of  any  assessment  or  by  any  legal  or  equitable  pro¬ 
ceeding  by  virtue  of  any  statute  or  constitutional  provision 
or  otherwise.  This  Indenture  and  the  Notes  are  solely  cor¬ 
porate  obligations,  and  no  personal  liability  whatever  shall 
attach  to,  or  be  incurred  by,  the  stockholders,  or  any  officers 
or  directors  of  the  Corporation  or  of  the  Company,  or  of 
any  successor  corporation,  as  such,  or  any  of  them,  because 
of  the  incui'ring  of  the  indebtedness  hereby  authorized  or 
under  or  by  reason  of  any  of  the  obligations,  covenants  or 
agreements  contained  in  this  Indenture  or  in  any  of  the  Notes 
or  coupons  or  implied  therefrom  ;  and  any  and  all  personal 
liability  of  any  such  stockholder,  officer  or  director,  as  such, 
whether  arising  at  common  law  or  in  equity,  or  created  by 
statute  or  constitution,  is  waived  as  a  condition  of,  and  as  a 
part  of  the  consideration  for,  the  execution  and  delivery  of 
this  Indenture  and  the  issue  of  the  Notes. 

Section  17.  Neither  the  Corporation  nor  the  Company 
will  at  any  time  insist  upon,  or  plead,  or  in  any  manner 


44 


whatever  claim  or  take  the  benefit  or  advantage  of  any  stay 
or  extension  law  wherever  enacted,  now  or  at  any  time  here¬ 
after  in  force,  which  may  affect  the  covenants  and  terms  of 
performance  of,  or  the  lieu  of,  this  Indenture  ;  nor  will  they,  or 
either  of  them  claim,  take,  or  insist  upon  any  benefit  or 
advantage  from  any  law  now  or  hereafter  in  force  providing 
for  the  valuation  or  appraisement  of  the  trust  estate  or  of  any 
of  the  securities  constituting  the  trust  estate,  prior  to  any 
sale  or  sales  thereof  to  be  made  pursuant  to  any  provision 
herein  contained  or  to  the  decree  of  any  court  of  competent 
jurisdiction  ;  nor  will  they,  or  either  of  them,  after  any  such 
sale  or  sales,  claim  or  exercise  any  right  under  any  law  or 
statute  wherever  enacted,  and  now  or  at  any  time  hereafter 
in  force,  to  redeem  the  trust  estate  or  any  part  thereof ; 
and  the  Corporation  and  the  Company,  each  for  itself,  hereby 
expressly  waives  all  benefit  or  advantage  of  any  such  law  or 
laws,  and  covenants  that  it  will  not  hinder,  delay  or  impede 
the  execution  of  any  power  herein  granted  and  delegated  to 
the  Trustee,  but  will  suffer  and  permit  the  execution  of  every 
power  as  though  no  such  law  or  laws  had  been  made  or 
enacted. 


ARTICLE  EIGHT. 

CONCERNING  THE  TRUSTEE. 

Section  1.  The  Trustee  accepts  the  trusts  of  this  Inden¬ 
ture  and  agrees  to  execute  them  upon  the  following  terms 
and  conditions,  to  which  the  parties  hereto  and  the  holders  of 
the  Notes  agree  : 

The  Trustee  shall  be  under  no  obligation  to  see  to 
the  filing,  registration  or  record  of  this  Indenture  and 
may  and  shall  authenticate  and  deliver  the  Notes  in 
accordance  with  the  provisions  hereof,  notwithstand¬ 
ing  this  Indenture  shall  not  have  been  filed,  registered 
or  recorded. 


45 


The  Trustee  shall  be  entitled  to  reasonable  compen¬ 
sation  for  all  services  rendered  by  it  in  the  execution 
of  the  trusts  hereby  created,  and  such  compensation,  as 
well  as  the  reasonable  compensation  of  its  counsel  and 
of  such  persons  as  it  maj’  employ  in  the  administration 
or  management  of  the  trust,  and  all  other  reasonable 
expenses  necessaril}r  incurred  and  actually  disbursed 
hereunder,  the  Corporation  and  the  Company  agree 
to  pay  and,  for  such  payment,  the  Trustee  shall  have 
a  lien  on  the  trust  estate  under  this  Indenture  in 
priority  to  the  rights  and  claims  of  the  holders  of  the 
Notes. 

The  Trustee  shall  not  be  responsible  in  any  manner 
whatsoever  for  the  recitals  herein  contained,  all  of 
which  are  made  by  the  Corporation  and  the  Company. 

The  Trustee  shall  not  be  responsible  for  or  in 
respect  of  the  validity  or  sufficiency  of  this  Indenture, 
or  the  execution  hereof  by  the  Corporation  and  the  Com¬ 
pany,  nor  for  or  in  respect  of  the  title  to,  or  the  value  or 
validity  of,  the  securities  constituting  the  trust  estate. 

Unless  and  until  the  Trustee  shall  have  received 
written  notice  to  the  contrary  from  the  holders  of 
not  less  than  twenty-five  per  cent,  in  amount  of  the 
Notes  at  the  time  outstanding,  the  Trustee  may,  for 
all  the  purposes  of  this  Indenture,  assume  that  neither 
the  Corporation  nor  the  Company  is  in  default 
under  this  Indenture  and  that  none  of  the  events  here¬ 
inbefore  denominated  events  of  default  has  happened. 

The  Trustee  shall  not  be  under  any  obligation  to 
take  any  action  toward  the  execution  or  enforcement 
of  the  trusts  hereby  created  which,  in  its  opinion,  will 
be  likely  to  involve  it  in  expense  or  liability,  unless 
one  or  more  of  the  holders  of  the  Notes  shall,  as 
often  as  required  by  the  Trustee,  furnish  it  reason¬ 
able  security  and  indemnity  against  such  expense  or 


46 


liability  ;  or  “[to  take  any  action  in  respect  of  any 
default,  involving  expense  or  liability,  unless  requested 
by  an  instrument  in  writing  signed  by  the  hold¬ 
ers  of  the  above  specified  respective  amounts  of  the 
Notes  at  the  time  outstanding,  and  unless  tendered 
reasonable  security  and  indemnity  as  aforesaid,  any¬ 
thing  herein  contained  to  the  contrary  notwith¬ 
standing  ;  but  neither  any  such  notice  or  request, 
nor  this  provision  therefor,  shall  afl'ect  any  dis¬ 
cretion  herein  given  to  the  Trustee  to  determine 
whether  or  not  the  Trustee  shall  take  action  in  re¬ 
spect  to  such  default  or  to  take  action  without  such 
request. 

The  Trustee  shall  be  fully  protected  in  acting  upon, 
or  in  accordance  with,  any  notice,  request,  consent,  cer¬ 
tificate,  note,  coupon  or  other  instrument  or  paper 
believed  by  it  to  be  genuine  and  to  have  been  signed  or 
presented  by  the  proper  person  or  duly  authorized  or 
properly  made. 

The  Trustee  may  employ  agents  or  attorneys  in 
fact,  and  shall  not  be  answerable  for  the  default  or 
misconduct  of  any  agent  or  attorney  appointed  by  it 
in  pursuance  hereof,  if  such  agent  or  attorney  shall  have 
been  selected  with  reasonable  care,  nor  for  anything 
whatever  in  connection  with  this  trust,  except  willful 
misconduct  or  gross  negligence. 

The  Trustee  shall  be  reimbursed  and  indemnified 
by  the  Corporation  against  any  liability  or  damage  it 
may  sustain  or  incur  in  the  premises,  and  shall  have 
a  lien  upon  the  trust  estate  under  this  Indenture  in 
priority  to  the  rights  aud  claims  of  the  holders  of  the 
Notes  for  any  such  liability  or  damages. 

The  Trustee  may  advise  with  legal  counsel  and  shall 
be  protected  in  respect  of  any  action  under  this  Inden- 


47 


ture  taken  in  good  faith  by  the  Trustee  in  accordance 
with  the  opinion  of  counsel. 

The  Trustee  may  hold  or  own  any  of  the  Notes  with 
the  same  rights  as  it  would  have  if  not  Trustee. 

Section  2.  The  Trustee  may  resign,  and  be  discharged 
from  the  trusts  created  by  this  Indenture,  by  giving  to  the 
Corporation  notice  in  writing,  and  to  the  holders  of  the  Notes 
notice  by  publication,  of  such  resignation,  specifying  a  date 
when  such  resignation  shall  take  effect,  which  notice  shall  be 
published  at  least  once  not  less  than  thirty  days  nor  more  than 
sixty  days  prior  to  the  date  so  specified,  in  a  daily  newspaper 
of  general  circulation  in  said  Borough  of  Manhattan.  Such 
resignation  shall  take  effect  on  the  day  specified  in  such  notice, 
unless  previously  a  successor  trustee  shall  be  appointed  as 
hereinafter  provided,  in  which  event  such  resignation  shall 
take  effect  immediately  upon  the  appointment  of  such  suc¬ 
cessor  trustee. 

Any  trustee  hereunder  may  be  removed  at  any  time  by  an 
instrument  in  writing  filed  with  the  Trustee  and  executed  by 
the  holders  of  three-fourths  in  amount  of  the  Notes  at  the 
time  outstanding. 

Section  3.  In  case  at  any  time  the  Trustee  shall  resign  or 
shall  be  removed  or  otherwise  shall  become  incapable  of  acting, 
a  successor  may  be  appointed  by  the  holders  of  a  majority  in 
amount  of  the  Notes  at  the  time  outstanding,  by  au  instrument 
or  concurrent  instruments  signed  by  such  holders  or  their  at¬ 
torneys  in  fact  thereunto  duly  authorized  ;  but  until  a  new 
trustee  shall  be  appointed  by  the  holders  of  the  Notes  as 
herein,  authorized,  the  Corporation  by  an  instrument  ex¬ 
ecuted  under  its  corporate  seal  by  order  of  its  board  of  di¬ 
rectors,  may  appoint  a  trustee  to  fill  such  vacancy.  Every  such 
successor  trustee,  whether  appointed  by  the  holders  of  the  Notes 
or  by  the  Corporation  shall  always  be  a  trust  company  having 
an  office  in  said  Borough  of  Manhattan,  and  having  a  capital 


48 


and  surplus  aggregating  at  least  live  million  dollars.  After 
any  such  appointment  by  the  Corporation,  it  shall  cause  notice 
of  such  appointment  to  be  published  once  a  week  in  each  of  four 
successive  weeks  in  two  daily  newspapers  of  general  circulat¬ 
ion  published  in  said  Borough  of  Manhattan  ;  but  any  new 
trustee  so  appointed  by  the  Corporation  shall  immediately  and 
without  further  act  be  superseded  by  a  trustee  appointed,  in 
the  manner  above  provided,  by  the  holders  of  a  majority  in 
amount  of  the  Notes  at  the  time  outstanding. 

Section  4.  Any  successor  trustee  appointed  hereunder 
shall  execute,  acknowledge  and  deliver  to  the  Corporation 
an  instrument  accepting  such  appointment  hereunder,  and 
thereupon  such  successor  trustee,  without  any  further  act,  deed 
or  conveyance,  shall  become  vested  with  the  title  to  the 
trust  estate,  and  with  all  the  rights,  powers,  trusts,  duties 
and  obligations  of  its  predecessor  in  the  trust  hereunder,  with 
like  effect  as  if  originally  named  as  trustee  herein,  and  the 
trustee  ceasing  to  act  shall,  on  the  written  request  of  such 
successor  trustee,  assign  or  transfer  the  trust  estate  or  cause 
the  trust  estate  to  be  assigned  and  transferred  to  the  successor 
trustee,  and  shall  be  entitled  to  the  payment  of  its  charges 
and  expenses  theretofore  incurred.  Upon  request  of  such 
successor  trustee,  the  Corporation  shall  execute  and  de¬ 
liver  such  instruments  of  assignment  and  further  assurance 
as  may  reasonably  be  required  for  more  fully  and  certainly 
vesting  in  and  confirming  to  such  successor  trustee  all  the 
right,  title  and  interest  of  the  predecessor  trustee  in  and  to  the 
trust  estate,  and  such  rights,  powers,  trusts,  duties  and  obliga¬ 
tions.  All  conveyances  and  instruments  herein  provided  for 
shall  be  at  the  cost  of  the  Corporation. 

Section  5.  For  the  purpose  of  this  Article  Eight  the  fact 
of  the  holding  of  Notes  by  any  holder  and  the  amounts  and 


49 


issue  numbers  of  such  Notes  and  the  date  of  the  holding  of 
the  same  may  be  proved  either  in  the  manner  specified  in 
Article  Ten  hereof  or  by  affidavits  of  the  holders  thereof. 

Section  6.  Any  corporation  into  which  the  Trustee,  or  any 
successor  to  it  in  the  trusts  created  by  this  Indenture,  may  be 
merged,  or  with  which  it,  or  any  such  successor  to  it,  may  be 
consolidated,  or  any  corporation  resulting  from  any  merger  or 
consolidation  to  which  the  Trustee,  or  any  such  successor  to 
it,  shall  be  a  party,  provided  such  corporation  shall  be  a  cor¬ 
poration  organized  under  the  laws  of  the  State  of  New  York 
and  shall  do  business  in  the  Borough  of  Manhattan  in  the 
City  of  New  York,  shall  be  the  successor  trustee  under  this 
Indenture,  without  the  execution  or  filing  of  any  paper  or  any 
future  act  on  the  part  of  any  of  the  parties  hereto,  anything 
herein  to  the  contrary  notwithstanding. 

Section  7.  The  term,  the  Trustee,  whenever  used  in  this 
Indenture,  means  the  trustee  for  the  time  being  under  the  In¬ 
denture,  whether  original  or  successor. 


ARTICLE  NINE. 

DEFEASANCE  CLAUSE. 

Section  1.  If  said  sums  of  money  in  the  Notes  mentioned, 
as  well  the  principal  as  the  interest  thereon,  shall  be  well  and 
truly  paid  at  the  times  and  in  the  manner  therein  expressed, 
according  to  the  tenor  and  effect  thereof,  or  the  Corporation 
or  the  Company  shall  provide  for  the  pajunent  of  all  the  sums 
then,  and  that  thereafter  may  become,  due  for  said  principal 
and  interest  by  depositing  with  the  Trustee  the  entire  amount 
thereof,  and  the  Corporation  and  the  Company  also  shall 
pay  or  cause  to  be  paid  all  other  sums  payable  by  them 
or  either  of  them  hereunder,  and  shall  faithfully  observe 


50 


and  perform  their  respective  covenants  and  agreements 
herein  contained,  then  and  in  such  case  the  estate,  right,  title 
and  interest  of  the  Trustee,  its  successors  in  the  trust  and  its 
and  their  assigns,  in  the  trust  estate,  shall  cease,  determine  and 
become  void,  and  upon  proof  being  given  to  the  reasonable  satis¬ 
faction  of  the  Trustee  that  all  the  Notes  at  any  time  issued,  to¬ 
gether  with  interest  thereon,  have  been  paid  or  redeemed  or 
cancelled,  and  upon  payment  of  all  costs,  charges  and  expenses 
incurred  by  the  Trustee  and  of  all  other  sums  payable  here¬ 
under  by  the  Corporation,  the  Trustee  shall,  on  the  written 
demand  of  the  Corporation  and  at  the  cost  and  expense  of  the 
Corporation,  assign  and  deliver  the  trust  estate  to  the  Corpo¬ 
ration  or  its  assigns,  and  shall  cancel  and  satisfy  this  In¬ 
denture. 


ARTICLE  TEN. 

MISCELLANEOUS  PROVISIONS. 

Any  request  or  other  instrument  required  by  this  In¬ 
denture  to  be  signed  and  executed  bv  holders  of  Notes  may 
be  in  any  number  of  concurrent  instruments  of  similar  tenor, 
and  may  be  executed  by  such  holders  in  person,  or  by  an 
agent  or  attorney  appointed  by  an  instrument  in  writing. 
Proof  of  the  execution  of  any  such  request  or  other  instru¬ 
ment,  or  of  a  writing  appointing  any  such  agent  or  attorney, 
or  of  the  holding  by  any  person  of  Notes,  shall  be  sufficient 
for  any  purpose  of  this  Indenture,  and  shall  be  conclusive  in 
favor  of  the  Trustee  with  regard  to  any  action  taken  by  the 
Trustee  under  such  request  or  other  instrument,  if  made  in 
the  following  manner,  viz.  : 

(a)  The  fact  and  date  of  the  execution  by  any  person 
of  any  such  request  or  of  any  other  instrument  in 
writing  may  be  proved  by  the  certificate  of  any  notary 
public  or  other  officer  authorized  to  take,  either  within 


51 


or  without  the  State  of  New  York,  acknowledgments  of 
deeds  to  be  recorded  in  said  State,  certifying  that  the 
persons  signing  such  request  or  other  instrument  ac¬ 
knowledged  to  him  the  execution  thereof  ;  or  by  the 
affidavit  of  a  witness  to  such  execution  ; 

(b)  The  amount  of  Notes  held  by  any  person  exe¬ 
cuting  any  such  request  or  other  instrument  as  a  holder 
of  Notes,  and  the  issue  number  of  the  Notes  held  by  such 
person  and  the  date  of  bis  holding  the  same,  may  be 
proved  by  a  certificate  executed  by  any  trust  company, 
bank,  bankers  or  other  depositary  wheresoever  situated 
whose  certificate  shall  be  deemed  by  the  Trustee  to  be 
satisfactory,  showing  that,  at  the  date  therein  men¬ 
tioned,  such  person  had  on  deposit  with  such  depositary, 
or  exhibited  to  such  depositary  the  Notes  numbered 
and  described  in  such  certificate.  The  ownership  of 
Notes  registered  as  to  principal  shall  be  established 
solely  in  the  registry  books  of  the  Corporation. 

ARTICLE  ELEVEN. 

CONSOLIDATION,  MERGER  AND  SALE. 

Section  1.  Nothing  in  this  Indenture  shall  prevent 
the  consolidation  of  the  Corporation  or  the  Company 
with  any  other  corporation,  or  the  merger  into  the  Corpora¬ 
tion  or  the  Company  of  any  other  corporation  or  the 
merger  of  the  Corporation  or  the  Company  into  any  other 
corporation,  or  the  sale  by  the  Corporation  or  the  Company 
of  its  property  as  an  entirety,  provided  that  as  a  condition  of 
any  sale  of  the  property  of  the  Corporation  or  the  Company 
as  an  entirety  the  corporation  to  which  such  property  shall  be 
sold  as  an  entirety  shall  as  a  part  of  the  purchase  price  thereof 
assume  the  due  and  punctual  payment  of  the  principal  of,  and 


U.  OF  ILL  LIB. 


52 


interest  on,  the  Notes  and  the  performance  of  the  covenants 
of  this  Indenture. 

Section  2.  In  case  any  corporation  shall  be  consolidated 
with  the  Corporation  or  the  Company  as  aforesaid  or  in  case 
the  Corporation  or  the  Company  shall  be  merged  into  any  other 
corporation,  or  in  case  of  the  sale  of  the  property  of  the 
Corporation  or  the  Company  as  an  entirety,  the  corporation 
formed  by  such  consolidation  or  into  which  the  Corporation 
or  the  Company  shall  have  been  merged,  or  to  which  such 
sale  shall  have  been  made,  shall  succeed  to  and  be  substituted 
for  the  Corporation  or  the  Company,  with  the  same  effect  as 
if  it  had  been  named  herein  as  the  party  of  the  first  or  second 
part  hereto,  respectively. 

For  every  purpose  of  this  Indenture,  including  the  exe¬ 
cution  of  Notes,  the  term  Corporation  includes  and  means, 
not  only  Bethlehem  Steel  Corporation,  but  also  any  such 
successor  corporation.  Every  such  successor  corporation  of 
the  Corporation  shall  possess,  and  from  time  to  time  may 
exercise,  each  and  every  right  and  power  hereunder  of  Bethle¬ 
hem  Steel  Corporation  in  its  name  or  otherwise,  and  any  act 
or  proceeding  by  any  provision  of  this  Indenture  required  to 
be  done  or  performed  by  any  board  or  officer  of  the  Corpora¬ 
tion  may  be  done  and  performed  with  like  force  and  effect  by 
the  like  board  or  officer  of  any  corporation  that  shall  at  the 
time  be  such  lawful  successor  of  the  Corporation. 

Nevertheless,  before  the  exercise  of  the  powers  conferred 
by  this  Article  Eleven,  the  Corporation,  by  instrument  in 
writing  executed  by  authority  of  two-thirds  of  its  board  of 
directors  and  delivered  to  the  Trustee,  may  surrender  any  of 
the  powers  reserved  to  the  Corporation  or  to  such  successor- 
corporation  ;  and  thereupon  such  power  so  surrendered  shall 
terminate. 

This  Indenture  may  be  executed  in  three  counterparts, 
each  of  which  shall  be  deemed  to  be  au  original  instrument. 


53 


In  Witness  Whereof  said  Bethlehem  Steel  Corporation 
and  said  Bethlehem  Steel  Company  have  respectively  caused 
this  Indenture  to  be  signed  in  their  respective  corporate 
names  by  their  respective  Presidents  or  Vice-Presidents  and 
their  respective  corporate  seals  to  be  hereunto  affixed  and  to  be 
attested  by  their  respective  Secretaries  01  Assistant  Secretaries, 
and  the  Trustee,  in  token  of  its  acceptance  of  this  trust,  has 
caused  this  Indenture  to  be  signed  in  its  corporate  name  by  one 
of  its  Vice-Presidents  and  its  corporate  seal  to  be  hereunto 
affixed  and  to  be  attested  by  its  Secretary  or  one  of  its  Assist¬ 
ant  Secretaries,  all  as  of  the  day  and  year  first  above  written. 


Bethlehem  Steel  Corporation, 

by 


[Corporate  Seal.] 


E.  G.  Grace 

President. 


Attest  : 

Wm.  J.  Brown 


Assistant  Secretary. 


Bethlehem  Steel  Company, 

by 


[Corporate  Seal.] 


H.  S.  Snyder 


Vice-President. 


Attest  : 

R.  E.  McMath 


Assistant  Secretary. 


Bankers  Trust  Company, 

v>y 


[Corporate  Seal.] 


A.  A.  Tilney 


Vice-President. 


Attest  : 

R.  G.  Page 


Assistant  Secretary. 


54 


State  of  New  York, 


County  of  New  York,  ) 

On  this  28th  day  of  August,  in  the  year  1918,  before 
me  personally  came  Eugene  G.  Grace,  to  me  known,  who  being 
by  me  duly  sworn,  did  depose  and  say  that  he  resides  in  Beth¬ 
lehem,  Pennsylvania  ;  that  he  is  the  President  of  Bethlehem 
Steel  Corporation,  one  of  the  corporations  described  in  and 
which  executed  the  foregoing  instrument  ;  that  he  knows  the 
seal  of  said  corporation  ;  that  the  seal  affixed  to  said  instru¬ 
ment  is  such  corporate  seal  ;  that  it  was  so  affixed  by  order  of 
the  Board  of  Directors  of  said  corporation,  and  that  he  signed 
his  name  thereto  by  like  order. 


Benj.  E.  Crowley 

Notary  Public, 

New  York  County.  No.  346 


State  of  New  York, 


County  of  New  York,  ) 

On  the  28th  day  of  August,  in  the  year  1918,  be¬ 
fore  me  personally  came  H.  S.  Snyder,  to  me  known, 
who,  being  by  me  duly  sworn,  did  depose  and  say  that  he  re¬ 
sides  in  Bethlehem,  Pennsylvania  ;  that  he  is  a  Vice-President 
of  Bethlehem  Steel  Company,  one  of  the  corporations  described 
in  and  which  executed  the  foregoing  instrument ;  that  he  knows 
the  seal  of  said  corporation  ;  that  the  seal  affixed  to  said  in¬ 
strument  is  such  corporate  seal  ;  that  it  was  so  affixed  by 
order  of  the  board  of  directors  of  said  corporation,  and  that 
he  signed  his  name  thereto  by  like  order. 

Ben.t.  F.  Crowley 

Notary  Public, 

New  York  County.  No.  346 


55 

State  of  New  York,  ) 

>  ss.  : 

County  of  New  York,  S 

On  the  28tli  clay  of  August,  in  the  year  1918,  before  me 
personally  came  A.  A.  Tilney,  to  me  known,  who  being  by 
me  duly  sworn,  did  depose  and  say  that  he  resides  in 
Plainfield,  N.  J. ;  that  he  is  a  Vice-President  of  Bankers 
Trust  Company,  one  of  the  corporations  described  in  and 
which  executed  the  foregoing  instrument ;  that  he  knows  the 
seal  of  said  corporation  ;  that  the  seal  affixed  to  said  instrument 
is  such  corporate  seal  ;  that  it  was  so  affixed  by  order  of  the 
board  of  directors  of  said  corporation,  and  that  he  signed  his 
name  thereto  by  like  order. 

C.  W.  Campbell 
Notary  Public,  Nassau  County, 
Certificate  filed  in  New  York  County  No.  109. 
New  York  Register’s  No  9106. 

My  Commission  expires  March  30th,  1919. 


:i771B] 


' 


V 


